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Toronto, Ontario – (Newsfile Corp. – October 21, 2021) – Green Light Metals Inc. (the “Society“) is pleased to announce that on October 4, 2021 it closed the previously announced transaction (the “Transaction“) to acquire a 100% interest in the Bend and Reef assets located in Wisconsin, United States, from Aquila Resources Inc. (“Aquilas“).
Purchase of Bend and Reef assets
In connection with the Transaction, the total consideration of $ 7,000,000 payable to Aquila consisted of:
- Initial cash consideration of $ 2.1 million, of which $ 1 million was advanced as a deposit upon execution of the letter of intent regarding the transaction in June 2021 and the remaining $ 1.1 million have been paid at closing; and
- A non-interest bearing promissory note (“Promissory note“) of the Company in the principal amount of $ 4.9 million. The promissory note will become due and payable by the Company on the earlier of the following dates: (i) December 31, 2022 (the”Due date“); or (ii) immediately before the completion of an initial public offering or other transaction which results in the shares of the Company (or of a successor entity) being listed on the stock exchange as that freely negotiable securities (a “Public transaction“).
If the promissory note becomes due and payable in a public transaction, the promissory note will be settled by way of
- $ 900,000 in cash; and
- The issuance of this number of Company shares equal to $ 4 million divided by the price per share at which the Company’s shares are issued in connection with the financing of the public transaction.
If the company does not complete a public transaction by the maturity date, then the promissory note will be satisfied by issuing a number of company shares equal to $ 4.9 million divided by the price per share to which the company issued shares of its most recent financing before the maturity date.
As part of the Transaction, the Company and Aquila also entered into an investor rights agreement under which, among other things, Aquila received the right to participate in future equity financings carried out by the Company as well as the rights of appointment in respect of a member of the board of directors of the Company, in each case provided that Aquila continues to maintain a specified continuing interest in the Company.
Change of officers and directors
In connection with the completion of the Transaction, Stephen Sandusky, Branden Keast, Riley Keast and James Ward have resigned their positions as directors and officers of the Company and have been replaced by the following: (i) Dan Colton – Chief management, president and director; (ii) Bill Johnson – Director; and (iii) Andrew Robert Ware – Director, effective October 4, 2021. Barry Hildred and Stephen Donohue remain directors of the Company. Additionally, as part of a shared services agreement with Aquila, on October 6, 2021, the directors of the Company appointed David Carew as Vice President, Corporate Development and Investor Relations and Corporate Secretary. and Stephanie Malec as Interim Chief Financial Officer.
In accordance with the Transaction, the Company is pleased to announce that on September 29, 2021 and October 14, 2021, it closed, without intermediary, a private placement of 7,527,509 ordinary shares in the capital of the Company (“Ordinary actions“) at a purchase price of $ 0.30 per common share for gross proceeds of $ 2,258,252.70 (the”OfferA portion of the net proceeds of the offering was used to pay the cash portion of the purchase price of the transaction.
Finder’s fees of up to 5% in cash have been paid by the Company to certain registrants in connection with the placement. The common shares issued in connection with the placement are subject to a legal hold period of four months plus one day from the date of completion of each closing date of the placement, in accordance with applicable securities legislation.
As part of the closing of the placement, 1,199,150 common shares were subscribed for by related parties of the Company (as that term is defined in National Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101The participation of related parties in the Offer constitutes a “related party transaction” within the meaning of NI 61-101. The Company avails itself of the exemptions from the formal minority assessment and approval requirements of NI 61-101 based on a determination that the fair market value of the Offer does not exceed $ 2,500,000 and the fact that the Company is not listed on a specified market as set out in section 5.5 (b) of NI 61-101.
For further information relating to the Company, please see the Company’s profile on the SEDAR website at www.sedar.com.
For more information please contact:
Green Light Metals Inc.
President and CEO, Director
Vice-President, Corporate Development and Investor Relations
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “intend”, “may”, “will”, “expect” and similar expressions and statements relating to matters which are not historical facts are intended to identify forward-looking information and is based on current beliefs or assumptions about the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking information concerning the main uses of the proceeds of the offering. Various assumptions or factors are generally applied in drawing conclusions or making the forecasts or projections set forth in forward-looking information. These assumptions and factors are based on the information currently available to the Company. Material facts and assumptions include the intended use of proceeds remaining in the best interests of the Company. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise the forward-looking information, whether as a result of new information, future events or otherwise, unless required by securities laws. Due to the risks, uncertainties and assumptions contained in this document, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Do not distribute to US Newswire Services or broadcast in the United States. Any breach of this restriction may constitute a violation of United States securities laws.
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS . THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO PURCHASE OR THAT THERE WILL BE NO SALE OF THE SECURITIES IN A STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE ILLEGAL.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/100510