Green Light Metals Inc. Announces Completion of Amalgamation with Can-America Minerals Inc.
Medford, Wisconsin--(Newsfile Corp. - July 25, 2022) - Green Light Metals Inc. (the "Company") is pleased to announce that today it has completed the previously announced amalgamation (the "Transaction") with Can-America Minerals Inc. ("Can-America") and 1328592 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of the Company, to acquire Can-America by way of a three-cornered amalgamation.
Acquisition of Can-America
As previously announced on December 16, 2021, the Company, Can-America and Subco entered into an amalgamation agreement contemplating the Transaction on December 14, 2021 and amended such agreement on June 7, 2022 (together, the "Amalgamation Agreement"). Under the terms of the Amalgamation Agreement, the Transaction was completed by way of a three-cornered amalgamation under the laws of British Columbia, whereby Subco and Can-America amalgamated (post-continuance under the Business Corporations Act (British Columbia)), with Subco surviving as a wholly-owned subsidiary of the Company. As a result of the Transaction, the Company holds all of Can-America's assets, which includes ownership or control of mineral properties in Wisconsin and Nevada, and Can-America's shareholders hold common shares in the capital of the Company ("Common Shares").
The completion of the Transaction was subject to a number of conditions, including but not limited to, customary closing conditions and requisite corporate and shareholder approvals, including the approval of the holders of common shares of Can-America. All such conditions have either been met or waived by the parties. The Transaction also includes the issuance of Common Shares as payment of a previous shareholder loan to Can-America.
Pursuant to the terms of the Amalgamation Agreement, the parties will next seek to close a private placement of Common Shares, or common shares of a financing entity, for gross proceeds of at least $4 million (the "Private Placement") in connection with the Transaction and as a necessary component of the Transaction, and seek conditional approval of the TSX Venture Exchange ("TSXV") for the listing of the Common Shares.
In connection with the proposed listing of the Common Shares on the TSXV, it is expected that a filing statement will be prepared and filed in accordance with the policies of the TSXV. The Company will provide further details upon the closing of the Private Placement and will make available all information, including financial information as required by the TSXV and will provide at a later date, in a press release, the required disclosure.
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
CFO & Corporate Secretary
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", "seek", "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 listing of the Common Shares on the TSXV, the terms and timing of the Private Placement, including the proceeds thereof, and the preparation and filing of a filing statement. 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.
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