Toronto, Ontario – (Newsfile Corp. – December 16, 2021) – Green Light Metals Inc. (“Green light“or the”Society“) is pleased to announce that it has entered into a merger agreement dated December 14, 2021 (the”Merger agreement“) by and among the Company, Can-America Minerals Inc. (“Can-America“) and 1328592 BC Ltd. (“Sub-company“), a wholly owned subsidiary of the Company, under which, Green Light will acquire Can-America by way of a triangular merger (the”Proposed operationUpon completion of the proposed transaction, the combined entity will continue to operate the business of Can-America.
Terms of the proposed transaction
Pursuant to the Merger Agreement, the proposed transaction will be completed by way of a tripartite merger under the laws of British Columbia, whereby Subco and Can-America will amalgamate (after the extension under the Business Corporations Act (British Columbia)), Subco surviving as a wholly owned subsidiary of Green Light. Immediately before or simultaneously with the closing of the proposed transaction, the company is expected to change its name to “GreenLight Metals Inc.”After the completion of the proposed transaction, the resulting entity will own all of Can-America’s assets. Can-America’s portfolio includes the ownership or control of mining properties in Wisconsin and Nevada.
Pursuant to the terms of the Merger Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including, but not limited to, customary closing conditions for transactions of the nature of the Proposed Transaction, fulfillment or waiver of the TSXV sponsorship requirement, required shareholder approvals, including approval of the holders of Can-America common shares for the proposed transaction, approvals from all regulatory bodies having jurisdiction in connection with the proposed transaction and the conditional approval of the TSX Venture Exchange (the “TSXV“) for the registration of the common shares of the resulting entity upon the completion of the merger between Subco and Can-America, including the satisfaction of its initial registration requirements. There can be no assurance that the proposed transaction will be completed as proposed or to all.
A declaration of deposit will be prepared and filed in accordance with the policies of the TSXV. The Company and Can-America will provide further details regarding the proposed transaction in due course and will make available all information, including financial information required by the TSX Venture Exchange and provide, in a press release to be distributed to a later date, the required disclosure.
As a condition to the completion of the proposed transaction, the Company and Can-America intend to complete a private placement of Can-America subscription receipts for gross proceeds of at least $ 4 million (the “Simultaneous funding“). Each subscription receipt from Can-America will automatically convert into Class” A “common shares in the capital of Can-America (the”Can-America Actions“) immediately before the effective time of the merger, on the basis of one Can-America share for each outstanding subscription receipt.
Change of officers
The Company also announces that the Company’s Board of Directors has appointed David Carew as Chief Financial Officer and Corporate Secretary of the Company. Mr. Carew served as Vice President, Corporate Development and Investor Relations and Corporate Secretary of the Company. The Company thanks its outgoing Interim CFO, Stéphanie Malec, who provided services to the Company under a shared services agreement with Aquila Resources Inc. (“Aquilas“) which was terminated on December 10, 2021 concurrent with the acquisition of Aquila by Gold Resource Corporation.
For more information please contact:
Green Light Metals Inc.Dan Colton
President and CEO, Director
Chief Financial Officer and Secretary General
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. In particular, this press release contains forward-looking information relating to the proposed transaction and related transactions, including statements regarding the terms and conditions of the proposed transaction and the concurrent financing. Although the Company and Can-America believe, in light of the experience of its officers and directors, current conditions and anticipated future developments and other factors which have been deemed appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company and Can-America cannot guarantee that they will prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated in these statements depending, among other things, on the risk that the parties do not proceed with the Proposed Transaction and associated transactions, the final terms of the Proposed Transaction and associated transactions differing from those currently under consideration, and the Proposed Transaction and related transactions are not successful for any reason (including failure to obtain required approvals or authorizations from shareholders and regulatory authorities). The statements contained in this press release are made as of the date of this press release. The Company and Can-America do not undertake to comment on any analyzes, expectations or statements made by third parties concerning the Company, Can-America, their titles or their respective financial or operating results (if any).
Investors are cautioned that, except as indicated in the management information circular or the filing statement to be prepared in connection with the proposed transaction, any information disclosed or received in respect of the proposed transaction may not be exact or complete and should not be relied upon.
This press release does not constitute an offer to sell the securities in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the US Securities Act of 1933, as amended (the “US Securities Act“) and applicable US state securities laws. Green Light will not make any public offer of the securities in the United States. The securities have not been and will not be registered under the US Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities, in any jurisdiction in which such an offer, solicitation or sale would be illegal.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has made any comment on the merits of the proposed transaction. and related transactions and none of the aforementioned entities has approved or disapproved in any way the contents of this press release.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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