Fusion Gold Ltd. Announces Definitive Agreement and Update on Proposed Qualifying Transaction with Battery Mineral Resources Limited
Vancouver, British Columbia--(Newsfile Corp. - October 11, 2019) - Fusion Gold Ltd. (TSXV: FML.P) ("Fusion" or the "Company"), is pleased to announce that it has entered into a binding scheme implementation agreement dated October 11, 2019 (the "Definitive Agreement") with Battery Mineral Resources Limited ("Battery") and a support agreement also dated October 11, 2019 with Weston Energy LLC (the "Support Agreement" and "Weston", respectively), all further to the previously announced binding letter of intent between Battery and Fusion.
Pursuant to the Definitive Agreement Fusion will acquire all of the issued and outstanding securities of Battery in consideration for securities of Fusion, by way a court sanctioned scheme of arrangement under the Corporations Act (Australia), and Battery will become a wholly-owned subsidiary of Fusion (together with the related transactions and corporate procedures set out in the Definitive Agreement, the "Transaction"). In connection with the Transaction, Fusion intends to consolidate its common shares on a 2.5:1 basis (the "Share Consolidation").
Fusion, after giving effect to the completion of the Transaction, is referred to in this News Release as the "Resulting Issuer".
The Definitive Agreement and Support Agreement reflect the following changes to the terms of the proposed Transaction from those set forth in the Company's initial news release dated September 3, 2019 (the "Initial News Release"):
- Weston will convert, all (previously only a minimum of US$4 million) amounts then outstanding (including all principal and accrued and unpaid interest) under the outstanding bridge loan made by Weston to Battery (with US$6.3 million currently owing thereunder) into common shares of Fusion after completion of the Share Consolidation concurrently with closing of the Transaction, at a price of US$0.50 per Fusion share (or such other price as the Battery shares are sold in the Concurrent Financing (as defined and described below));
- Weston will pay Fusion a fee of C$200,000 in the event the Definitive Agreement is terminated for any reason, other than as a result of a termination by Battery for material breach of a covenant or representation and warranty of the Definitive Agreement by Fusion, with such obligation by Weston superseding the previously announced obligation of Battery to pay such a termination fee to Fusion;
- Battery proposes to complete a "best efforts" non-brokered private placement of at least 8,000,000 common shares of Battery, at a price of US$0.50 per common share, for gross proceeds of at least US$4,000,000 (the "Concurrent Financing"), in lieu of the previously announced private placement of the same number of subscription receipts at US$0.50 per subscription receipt; and
- directors, officers and 5% shareholders of Battery will not enter into individual lock up agreements, but will be subject to the escrow provisions imposed by the policies of the TSX Venture Exchange (the "Exchange" or "TSXV"). To the extent permitted by applicable law, such parties have agreed vote their shares of Battery in favour of any resolution required to approve the Transaction.
As previously stated, additional information concerning the Transaction, Battery, Fusion, Weston and the Resulting Issuer is provided in the Initial News Release and will be provided in Fusion's Filing Statement to be filed in connection with the Transaction, which will be available under Fusion's SEDAR profile at www.sedar.com.
In accordance with the policies of the Exchange, the Fusion common shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.
Neither the TSX Venture Exchange 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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Fusion Gold Ltd.
David DeWitt, Director
Phone: 604 628 1100
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Fusion's current expectations. When used in this press release, the words "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.
The forward-looking statements and information in this press release include information relating to the business plans of Fusion, Battery and the Resulting Issuer, Weston's intentions with respect to the Transaction, the completion of the Concurrent Financing the voting intentions of certain parties, and the Transaction (including TSXV approval and the closing of the Transaction).
Such forward-looking statements and information reflect the current view of Fusion and are based on certain assumptions that Fusion believes are reasonable. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information include, among others, the following risks:
there is no assurance that the Concurrent Financing will be completed or as to the actual gross proceeds to be raised in connection with the Concurrent Financing;
there is no assurance that Fusion and Battery will obtain all requisite approvals for the Transaction, including the approval of the Battery Shareholders or the approval of the Court or the TSXV for the Transaction (which may be conditional upon amendments to the terms of the Transaction);
following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and such financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Fusion has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, Fusion cautions that the foregoing list of material factors is not exhaustive and is subject to change, and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Fusion as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Fusion may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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