Green Panda Announces Proposed Qualifying Transaction with Cobre Minerals Inc
Toronto, Ontario--(Newsfile Corp. - July 18, 2022) - Green Panda Capital Corp. (TSXV: GPCC.P) ("Green Panda" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated July 6, 2022 (the "LOI") with Cobre Minerals Inc. ("Cobre"), a private B.C. company that is in the process of acquiring Tron Minerals Resources MX a Mexican company that controls the Don Pedro Copper Project ("Don Pedro") located in the state of Jalisco, Mexico. That transaction is expected to close by the end of July 2022. The LOI outlines the principal terms and conditions of a business combination by way of a share exchange, merger, amalgamation, arrangement, takeover bid, or other similar form of transaction (the "Proposed Transaction"), which will result in Cobre becoming a wholly-owned subsidiary of Green Panda, or otherwise combining its corporate existence with a wholly-owned subsidiary of Green Panda.
Green Panda is a Capital Pool Company and intends for the Proposed Transaction to constitute its Qualifying Transaction pursuant to the policies of the TSX Venture Exchange (the "TSXV"). In connection with the announcement of the LOI, the trading in the common shares of Green Panda ("Green Panda Shares") has been halted pursuant to the policies of the TSXV. It is anticipated that Trading will remain halted until the completion of the Proposed Transaction. It is anticipated that the reporting issuer resulting from the Proposed Transaction (the "Resulting Issuer") will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV. Unless otherwise indicated, any capitalized term contained in this press release that is not defined herein has the meaning ascribed to such term in the policies of the TSXV.
Proposed Transaction Summary
Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Cobre. Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of Cobre ("Cobre Shares") will exchange their Cobre Shares for common shares of the Resulting Issuer ("Resulting Issuer Shares") on a one-for-one basis (the "Exchange Ratio"). Convertible securities of Cobre will be exercisable to acquire Resulting Issuer Shares at the Exchange Ratio. The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both Green Panda and Cobre.
As per the LOI, a condition of closing the Proposed Transaction, Cobre, will complete an equity financing (the "Financing") to raise minimum gross proceeds of $2,000,000, or such other amount as is sufficient to meet the initial listing requirements of the TSXV, at a price to be determined in the context of the market, anticipated to be $0.25 per share after reflecting the Consolidation (as defined below).
Immediately prior to the closing of the Proposed Transaction, and subject to Green Panda shareholder approval, it is anticipated that Green Panda will undertake a share consolidation (the "Consolidation") of the Green Panda Shares at a ratio to be based on the Proposed Transaction pricing, such that the outstanding common shares of Green Panda will have an aggregate deemed value of at least $1,000,000.
On closing of the Proposed Transaction, the board of the Resulting Issuer will be comprised of nominees of Cobre, and the Resulting Issuer is expected to change its name to "Cobre Minerals Inc." subject to Green Panda shareholder approval, or such other name as is determined by Cobre (the "Name Change").
Closing of the Proposed Transaction will be subject to a number of conditions precedent, including, without limitation:
(a) receipt of all required regulatory, corporate and third-party approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Proposed Transaction;
(b) completion of satisfactory results from due diligence investigations for each of the parties;
(c) completion of Cobre's acquisition of the Tron Minerals MX S.A (as defined below);
(d) completion of the Financing; and
(e) other mutual conditions precedent customary for a transaction such as the Proposed Transaction.
The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction, is not subject to TSXV Policy 5.9, and it is not expected that the Proposed Transaction will be subject to approval by Green Panda's shareholders. There are no Non-Arm's Length Parties of Green Panda that are Insiders, officers or shareholders of either Cobre or Tron. A finder's fee in relation to the Proposed Transaction of 5%, of only the shares issued to Cobre in the Proposed Transaction, will be paid upon successful completion. The finder's fee is payable to arm's length parties to the Proposed Transaction and is payable in shares of the Company.
Cobre was incorporated pursuant to the Business Corporations Act (British Columbia). Since incorporation, Cobre has focused its efforts on acquiring interests in mineral exploration properties in Mexico and obtaining a listing on a Canadian stock exchange.
Cobre's share capital consists of an unlimited number of Cobre Shares without par value. Cobre currently has a total of 12,150,000 Cobre Shares issued. Antonio Treminio, Cobre's CEO is the control person.
Cobre has signed a binding agreement to acquire Tron Minerals MX S.A ("Tron"). Tron is the owner of 100% of the Don Pedro Copper project in the state of Jalisco, Mexico.
Tron Minerals: Cobre entered into a binding letter of intent June 4th 2022 to acquire 100% of Tron through the issuance of 32,000,000 shares of Cobre. Tron is the owner of the Don Pedro Copper located in the state of Jalisco, Mexcio. The completion of that transaction is expected in short order and is a condition of close to the Proposed Transaction.
The Don Pedro copper project consists of 326 hectares under a 50-year lease renewable for an additional 50 years. The concession is located approximately 8km from the town of Atulan de Navarro in the state of Jalisco, Mexico and is easily reachable by road.
Included in the assets of Tron is a Hydrometallurgical leaching plant capable of producing copper ingots of between 99.95-99.98% purity with an annual capacity of 25,000 Metric Tonnes. The plant is in good working order and requires minimal annual maintenance.
Mineralization in outcrops at the Don Pedro Copper Project reveals a hydrothermal deposit of cavities and fissure filling of copper carbonates mainly Malachite and Azurite in amygdaloidal andesite/basalt. Hydrothermal copper mineralization has been observed in the occurrence of carbonates, while underneath, possible intrusive rocks have been observed.
The Don Pedro project has excellent infrastructure with a well-maintained, paved road into the property; available water for drilling, mining, and processing; electrical power available close to the project area; many local, willing workers; a vast selection of required machinery; available, certified geochemical laboratories and equipment available in Guadalajara.
Cobre's CEO Antonio Treminio stated, "We are very happy to have signed a Letter of Intent with Green Panda with the aim of trading on the TSX Venture Exchange. We would like to express our gratitude to the many people who have been following our progress, investors, shareholders and our team in Mexico. We would also like to thank the local authorities for all their kind support. With copper being the most strategic of all commodities, we are excited to ramp up exploration and develop the Don Pedro Copper Property further. It is our hope to prove a new, multi-million-tonne copper deposit at Don Pedro."
Sponsorship for the Proposed Transaction
Sponsorship for the Qualifying Transaction of a Capital Pool Company is required by the TSXV, unless exempt in accordance with TSXV policies. The Company may consider applying for an exemption for sponsorship otherwise would expect to sign an agreement with a sponsor ahead of the definitive agreement Cobre. An agreement to act as Sponsor in respect of the Proposed Transaction should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion.
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Green Panda intends to file on SEDAR (www.sedar.com) a filing statement (or an information circular in the event that the Proposed Transaction requires approval by the shareholders of Green Panda), which will contain details regarding the Proposed Transaction, Green Panda, Cobre and the Resulting Issuer.
Green Panda intends to issue a subsequent press release in accordance with the policies of the TSXV providing further details in respect of the Proposed Transaction, including information relating to the transaction structure, the definitive agreement, descriptions of the proposed Principals and Insiders of the Resulting Issuer, as well as the Concurrent Financing. In addition, a summary of Cobre's financial information will be included in a subsequent news release.
For further information, please contact:
Green Panda Capital Corp.
Xin (Richard) Zhou
President and Chief Executive Officer
On behalf of the board of directors of Cobre:
Antonio Treminio, CEO
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company and Cobre have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Jose A. Olmedo, a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure in this press release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Proposed Transaction and certain terms and conditions thereof, the ability of the parties to enter into a definitive agreement and complete the Proposed Transaction, the Consolidation, the Exchange Ratio, the Name Change, the Resulting Issuer's ability to qualify as a Tier 2 Mining issuer, the TSXV sponsorship requirements, shareholder, director and regulatory approvals, obtaining TSXV approval, completion of the Concurrent Financing, Cobre's acquisition of an interest in the Properties, the potential exercise of the options under the NS Agreement and the NorthEx Agreement, the duration of the halt in respect of the Green Panda Shares, planned future press releases and disclosure, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, risks associated with the effects of COVID-19, the financial markets generally, the ability of Cobre to acquire an interest in the Properties, the results of the due diligence investigations to be conducted in connection with the Proposed Transaction, the ability of the Company to complete the Proposed Transaction or obtain requisite TSXV acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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