TORONTO – (COMMERCIAL THREAD) – Aquila Resources Inc. (TSX: AQA, OTCQB: AQARF) (“Aquilas“or the”Society“) is pleased to announce that it has completed the previously announced transaction (the”Transaction“) to sell its Bend and Reef properties in Wisconsin to Green Light Metals Inc. (“GL“). All dollar amounts are reported in Canadian dollars.
The total consideration of $ 7,000,000 payable to Aquila consists 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”) From GL for a principal amount of $ 4.9 million. The promissory note will become due and payable by GL on the earlier of the following dates: (i) December 31, 2022 (the “Due date“); or (ii) immediately prior to the completion of an initial public offering or other transaction which results in the shares of GL (or a successor entity) being listed on the stock exchange as freely negotiable securities (a “Public transaction“).
If the promissory note becomes due and payable in a public transaction, then the promissory note will be satisfied by:
$ 900,000 in cash; and
The issuance of this number of GL shares equals $ 4 million divided by the price per share at which the GL shares are issued in connection with the financing of the public transaction.
If GL does not complete a public transaction by the maturity date, then the promissory note will be settled by issuing a number of GL shares equal to $ 4.9 million divided by the price per share at which GL issued shares in its last financing concluded before the maturity date.
As part of the Transaction, GL 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 GL as well as nomination rights. in respect of a member of the board of directors of GL. directors, in each case subject to Aquila continuing to maintain a specified continuing interest in GL.
Barry Hildred, Executive Chairman of Aquila, is an investor in GL and Chairman of the Board of Directors of GL. As such, Mr. Hildred did not participate in the Transaction on behalf of Aquila and recused himself from voting on the Transaction as a member of Aquila’s board of directors.
Aquila Resources Inc. (TSX: AQA, OTCQB: AQARF) is a development stage company focused on high grade polymetallic projects in the Upper Midwest, United States. Aquila’s experienced management team is advancing pre-construction activities for its gold and zinc-rich flagship Back Forty project, 100% owned in Michigan.
The Back Forty Project is a volcanogenic massive sulphide deposit with open pit and underground potential located along the mineral-rich Penokean volcanic belt in Michigan’s Upper Peninsula. Back Forty contains approximately 1.1 million ounces of gold and 1.2 billion pounds of zinc in the Measured and Indicated Mineral Resource classifications, with additional exploration potential. An optimized feasibility study for the project is underway.
Additional information about Aquila’s financial statements, technical reports, material change reports, press releases and other information can be obtained at www.aquilaresources.com or on SEDAR at www .sedar.com.
Caution regarding forward-looking information
This press release may contain certain forward-looking statements. In some cases, forward-looking statements may be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements. that certain actions, events or results “may”, “could”, “would”, “could” or “would be taken”, “occur” or “be achieved”. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond Aquila’s ability to control or predict, which may cause actual results, performance or achievements to differ materially from those expressed or implied. . as such, and are developed based on assumptions regarding those risks, uncertainties and other factors set forth herein, including, but not limited to: risks associated with the COVID-19 pandemic; and other related risks and uncertainties, including, but not limited to, the risks and uncertainties disclosed in documents filed by Aquila on its website at www.aquilaresources.com and on SEDAR at www.sedar.com. Aquila assumes no obligation to update forward-looking information, except as required by applicable law. This forward-looking information represents Aquila’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary significantly. Therefore, readers are advised not to place undue reliance on forward-looking statements or information. In addition, mineral resources that are not mineral reserves have not demonstrated their economic viability.