Green Light Metals Inc. Announces Execution of Amalgamation Agreement with Can-America Minerals Inc.

December 16, 2021 7:37 PM EST | Source: Green Light Metals Inc.

Toronto, Ontario--(Newsfile Corp. - December 16, 2021) - Green Light Metals Inc. ("Green Light" or the "Company") is pleased to announce that it has entered into an amalgamation agreement dated December 14, 2021 (the "Amalgamation Agreement") by and among the Company, Can-America Minerals Inc. ("Can-America") and 1328592 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of the Company, pursuant to which, Green Light will acquire Can-America by way of a three-cornered amalgamation (the "Proposed Transaction"). Upon completion of the Proposed Transaction, the combined entity will continue to carry on the business of Can-America.

Terms of Proposed Transaction

Under the terms of the Amalgamation Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of British Columbia, whereby Subco and Can-America will amalgamate (post continuance under the Business Corporations Act (British Columbia)), with Subco surviving as a wholly-owned subsidiary of Green Light. Immediately prior to or concurrently with closing of the Proposed Transaction, the Company is expected to change its name to "GreenLight Metals Inc." Following completion of the Proposed Transaction, the resulting entity will hold all of Can-America's assets. Can-America's portfolio includes ownership or control of mineral properties in Wisconsin and Nevada.

Pursuant to the terms of the Amalgamation Agreement, completion of the Proposed Transaction will be subject to a number of conditions, including but not limited to, closing conditions customary to transactions of the nature of the Proposed Transaction, completion or waiver of sponsorship requirement of the TSXV, requisite shareholder approvals including the approval of the holders of common shares of Can-America for the Proposed Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and conditional approval of the TSX Venture Exchange (the "TSXV") for the listing of the common shares of the resulting entity upon completion of the amalgamation between Subco and Can-America, including the satisfaction of its initial listing requirements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

A filing statement will be prepared and filed in accordance with the policies of the TSXV. The Company and Can-America will provide further details in respect of the Proposed Transaction in due course and will make available all information, including financial information as required by the TSXV and will provide, in a press release to be disseminated at a later date, the required disclosure.

Private Placement

As a condition to completing the Proposed Transaction, the Company and Can-America intend to complete a private placement of subscription receipts of Can-America for gross proceeds of at least $4 million (the "Concurrent Financing"). Each Can-America subscription receipt will automatically convert into class "A" common shares in the capital of Can-America (the "Can-America Shares") immediately prior to the effective time of the amalgamation, on the basis of one Can-America Share for each outstanding subscription receipt.

Change in Officers

The Company also announces that the board of directors of the Company has appointed David Carew as CFO and Corporate Secretary of the Company. Mr. Carew had been serving as the Company's VP, Corporate Development and Investor Relations and Corporate Secretary. The Company thanks its outgoing interim CFO Stephanie Malec, who had been providing services to the Company in connection with a shared services agreement with Aquila Resources Inc. ("Aquila") that 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 & CEO, Director
(612) 839-8286
dancolton@greenlightmetals.com

David Carew
CFO and Corporate Secretary
(416) 786-4867
dave@greenlightmetals.com

Cautionary Statements

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. In particular, this news release contains forward-looking information relating to the Proposed Transaction and associated 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 expected future developments and other factors that have been considered 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 can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the parties will not proceed with the Proposed Transaction and associated transactions, the ultimate terms of the Proposed Transaction and associated transactions differing from those that currently are contemplated, and the Proposed Transaction and associated transactions not being successfully completed for any reason (including the failure to obtain the required shareholder and regulatory approvals or clearances). The statements in this press release are made as of the date of this release. The Company and Can-America undertake no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, Can-America, their securities, or their respective financial or operating results (as applicable).

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

This press release is not an offer of the securities for sale 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 U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. Green Light will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/107896

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