Column Capital Corp. and Largo Physical Vanadium Corp. Announce Filing of Filing Statement
Vancouver, British Columbia--(Newsfile Corp. - September 13, 2022) - Column Capital Corp. (TSXV: CPC.P) ("Column") and Largo Physical Vanadium Corp. ("LPV") are pleased to announce that Column has received conditional approval from the TSX Venture Exchange (the "TSXV") in respect of its qualifying transaction (the "Transaction") with LPV pursuant to Policy 2.4 - Capital Pool Companies of the TSXV. In connection with the Transaction and pursuant to TSXV requirements, Column has filed a filing statement dated September 13, 2022 (the "Filing Statement") on SEDAR (www.sedar.com).
The Transaction consists of a reverse take-over of Column by LPV by way of three-cornered amalgamation that will result in Column acquiring all of the issued and outstanding securities of LPV in exchange for securities of Column. The Transaction will be carried out in accordance with the terms of the previously announced definitive agreement dated April 14, 2022, between Column, 1356909 B.C. Ltd., a wholly owned subsidiary of Column, and LPV.
Immediately prior to closing the Transaction on or about September 15, 2022, Column intends to consolidate the common shares of Column on a 7.547 to 1 basis (the "Consolidation") and change its name to "Largo Physical Vanadium Corp." (the "Name Change"). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") is expected to: (a) carry on LPV's business of investing in physical vanadium or commercial vanadium products; and (b) qualify as a Tier 1 "Investment" issuer (as such term is used in Policy 2.1 - Initial Listing Requirements of the TSXV) pursuant to the policies of the TSXV. The Transaction is expected to close on or about September 15, 2022.
Final approval of the listing is subject to the Resulting Issuer meeting certain conditions required by the TSXV on or before November 30, 2022, which conditions include the completion of the Transaction and other standard listing conditions. Upon receipt of the TSXV's final approval, the common shares of the Resulting Issuer will resume trading on the TSXV under the symbol "VAND".
Column was incorporated under the Business Corporations Act (British Columbia) in November of 2020. Column is listed as a capital pool company on the TSXV and the Column Shares are listed for trading on the TSXV under the symbol CPC.P. Column's business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a Qualifying Transaction (such as the Transaction). Its head office is in Vancouver, British Columbia.
LPV is a corporation formed under the laws of the Province of British Columbia.
LPV was formed by Largo Inc. (TSX: LGO) (NASDAQ: LGO), with the aim of creating a publicly traded investment vehicle that would invest in and hold substantially all of its assets in vanadium in physical form. LPV aims to provide a secure, convenient and exchange-traded investment alternative for investors interested in direct investment exposure to physical vanadium and not speculate with regard to short-term changes in vanadium prices.
Further Information and Cautionary Statements
All information contained in this press release with respect to Column and LPV was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions including, but not limited to, TSXV approval. 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 Filing Statement 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 Transaction and has neither approved nor disapproved the contents of this press release.
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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and all applicable state securities laws, or an exemption from such registration requirements is available.
President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary, and a Director
Largo Inc., on behalf of LPV
Senior Manager, External Relations
Notice on Forward Looking Information
Information set forth in this press release contains forward-looking statements. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this press release. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance are not statements of historical fact and may be forward-looking statements. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Column and LPV caution that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the control of Column and LPV. Such forward-looking information may include, but are not limited to, statements or information with respect to: the terms and conditions of the Transaction, including receipt of final TSXV approval; completion of the Consolidation and the Name Change; the closing of the Transaction; and the resumption of trading of the common shares of the Resulting Issuer. This information is based on current expectations and assumptions that are subject to significant risks and uncertainties that are difficult to predict, including risks relating to: the ability to satisfy the conditions to completion of the Transaction; and the receipt of all requisite final approvals for the Transaction, including TSXV approval. Actual results may differ materially from results suggested in any forward-looking information. Column and LPV assume no obligation to update forward-looking information in this press release, or to update the reasons why actual results could differ from those reflected in the forward-looking information, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Column's filings with Canadian securities regulators, which are available on SEDAR at www.sedar.com.
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