Miramis Mining Announces Proposed Transaction to Acquire Alpha Gold North
Vancouver, British Columbia--(Newsfile Corp. - August 18, 2021) - Miramis Mining Corp. (the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated August 17, 2021 (the "LOI") with Alpha Gold North Inc. ("AGN") in respect of a proposed reverse takeover transaction (the "Proposed Transaction") pursuant to which the Company will acquire all of the issued and outstanding common shares in the capital of AGN.
Alpha Gold North Inc.
AGN is an arm's length, private, mineral exploration company existing under the laws of the Province of Ontario. AGN is not a reporting issuer. AGN owns the Mine Brook Property (the "Mine Brook Property") located in Newfoundland and Labrador. The Mine Brook Property comprises 20 claims covering a total area of 500 ha.
The Proposed Transaction is expected to be completed by way of a three-cornered amalgamation which will result in AGN becoming a wholly-owned subsidiary of the Company (the "Resulting Issuer"). Upon completion of the Proposed Transaction, it is expected that the Resulting Issuer will carry on the business previously carried on by AGN.
Pursuant to the Proposed Transaction, the Company will acquire 100% of the issued and outstanding shares of AGN on a share exchange ratio of one Company common share (each, a "Company Share") for one AGN common share (each, an "AGN Share"). Upon completion of the Proposed Transaction, the board of directors of the Resulting Issuer will be comprised of five directors, two nominated by the Company and three nominated by AGN.
Completion of the Proposed Transaction will be subject to a number of conditions precedent set forth in the LOI, including, but not limited to: (i) satisfactory completion of due diligence investigations by each of the Company and AGN on or before October 16, 2021; (ii) the negotiation and execution of a definitive agreement (the "Definitive Agreement") on or before October 16, 2021; (iii) approval of the shareholders of AGN and, if applicable, of the Company; (iv) completion of the Financing (as described below); (v) the Company applying to list its shares for trading on the Canadian Securities Exchange (the "Exchange"); (vi) receipt of all requisite regulatory and third party approvals; (vii) immediately prior to closing, the Company having cash of not less than C$350,000; and (viii) the completion and delivery of a current technical report prepared in accordance with National Instrument 43-101-Standards of Disclosure for Mineral Projects, in respect of the Mine Brook Property. There can be no assurance that the Proposed Transaction will be completed on the terms proposed in the LOI or at all.
The Company and AGN intend to apply to list the common shares of the Resulting Issuer on the Exchange, but there can be no assurances that the Proposed Transaction will be completed or that the common shares of the Resulting Issuer will begin trading either on the Exchange, or at all, and neither the Company nor AGN makes any representations that the Proposed Transaction will be completed as contemplated or that trading on any stock exchange of the securities of the Company or AGN will occur.
When a Definitive Agreement between the Company and AGN is executed, the Company will issue a subsequent press release containing the details of the Definitive Agreement and additional terms of the Proposed Transaction.
In connection with the Proposed Transaction, AGN will undertake one or more private placements (collectively, the "Financing") for gross proceeds of at least $5,000,000 consisting of: (a) a minimum of $3,000,000 worth of AGN Shares (each, an "Offered Share"); and (ii) a minimum of $2,000,000 worth of AGN Shares issued on a flow-through basis (each, a "FT Common Share"), with each such FT Common Share qualifying as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada).
This news 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Proposed Transaction 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Investors are cautioned that, except as disclosed in the listing application 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. Trading in the securities of the Company should be considered highly speculative.
ON BEHALF OF THE BOARD
Chief Executive Officer
Notice Regarding Forward-Looking Statements
Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements regarding the terms and conditions of the Proposed Transaction, the terms of the Financing and the composition of the board of directors of the Resulting Issuer. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: adverse market conditions, general economic, market or business risks, and other factors beyond the direct control of the Company, including those related to the evolving COVID-19 pandemic and those other risks more fully described in the Company's annual and quarterly management's discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on such statements. Accordingly, the forward-looking statements contained in this news release are made as of the date hereof and, unless required by applicable law, the Company assumes no obligation to update any forward-looking statements.
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