Toronto, Ontario--(Newsfile Corp. - October 21, 2021) - Green Light Metals Inc. (the "Company") is pleased to announce that on October 4, 2021 it closed on the previously announced transaction (the "Transaction") to acquire a 100% interest in the Bend and Reef assets located in Wisconsin USA, from Aquila Resources Inc. ("Aquila").
Purchase of Bend and Reef Assets
In connection with the Transaction, total consideration of $7,000,000 payable to Aquila consisted of:
Upfront cash consideration of $2.1 million, of which $1 million was advanced as a deposit upon the execution of the letter of intent with respect to the Transaction in June 2021 and the remaining $1.1 million was 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 shall become due and payable by the Company on the earlier of: (i) December 31, 2022 (the "Maturity Date"); or (ii) immediately prior to the completion of an initial public offering or other transaction that results in the shares of the Company (or of a successor entity) being listed on a stock exchange as freely tradeable securities (a "Go-Public Transaction").
If the Promissory Note becomes due and payable on a Go-Public Transaction, then the Promissory Note shall be satisfied by way of
$900,000 in cash; and
The issuance of that number of the Company's shares equal to $4 million divided by the price per share at which the Company's shares are issued in the Go-Public Transaction financing.
If the Company does not complete a Go-Public Transaction prior to the Maturity Date, then the Promissory Note shall be satisfied by way of the issuance of that number of Company shares equal to $4.9 million divided by the price per share at which the Company issued shares in its most recently completed financing prior to the Maturity Date.
In connection with the Transaction, the Company and Aquila also entered into an investor rights agreement pursuant to which, among other things, Aquila received the right to participate in future equity financings completed by the Company as well as nomination rights in respect of one member of the Company's board of directors, in each case subject to Aquila continuing to maintain a specified ongoing ownership interest in the Company.
Change in Officers and Directors
In connection with the completion of the Transaction, Stephen Sandusky, Branden Keast, Riley Keast and James Ward resigned as directors and officers of the Company, and were replaced by, as follows: (i) Dan Colton - Chief Executive Officer, President and Director; (ii) Bill Johnson - Director; and (iii) Andrew Robert Ware - Director, effective as of October 4, 2021. Barry Hildred and Stephen Donohue remain directors of the Company. In addition, in connection with a shared services agreement with Aquila, on October 6, 2021 the directors of the Company appointed David Carew as the VP, Corporate Development and Investor Relations and Corporate Secretary and Stephanie Malec as the interim CFO.
In accordance with the Transaction, the Company is pleased to announce that on September 29, 2021 and October 14, 2021, it closed, on a non-brokered basis, a private placement of 7,527,509 common shares in the capital of the Company ("Common Shares") at a purchase price of $0.30 per Common Share for gross proceeds of $2,258,252.70 (the "Offering"). A portion of the net proceeds of the Offering were used to pay the cash portion of the purchase price for the Transaction.
Finder's fees up to 5% cash were paid by the Company to certain registrants in connection with the Offering. The Common Shares issued in connection with the Offering are subject to a statutory hold period of four months plus one day from the date of completion of each closing date of the Offering, in accordance with applicable securities legislation.
In connection with closing of the Offering, 1,199,150 Common Shares were subscribed for by related parties of the Company (as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The participation of the related parties in the Offering constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering is not more than $2,500,000 and the fact the Company is not listed on a specified market set out in section 5.5(b) of MI 61-101.
For more information concerning the Company, please refer to the Company's profile on the SEDAR website at www.sedar.com.
For more information, please contact:
Green Light Metals Inc.
President & CEO, Director
VP, Corporate Development & Investor Relations
Certain statements contained in this news 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 that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this news release contains forward-looking information with respect to the principal uses of the proceeds of the Offering. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The 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 release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Due to the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward- looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS. THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
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