Toronto, Ontario--(Newsfile Corp. - August 18, 2021) - Alpha Gold North Inc. (the "Company" or "AGN") is pleased to announce that it has entered into a non-binding letter of intent dated August 17, 2021 (the "LOI") with Miramis Mining Corp. ("Miramis") in respect of a proposed reverse takeover transaction (the "Proposed Transaction") pursuant to which Miramis will acquire all of the issued and outstanding common shares in the capital of AGN.
Miramis Mining Corp.
Miramis is a reporting issuer in British Columbia and Alberta and has no significant assets other than cash and proposes to identify and evaluate potential acquisitions or businesses with a view to completing a qualifying transaction.
Transaction Structure
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 Miramis (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, Miramis will acquire 100% of the issued and outstanding shares of AGN on a share exchange ratio of one Miramis common 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 Miramis 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 AGN and Miramis 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 Miramis; (iv) completion of the Financing (as described below); (v) Miramis 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, Miramis 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 located in Newfoundland and Labrador. There can be no assurance that the Proposed Transaction will be completed on the terms proposed in the LOI or at all.
AGN and Miramis 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 AGN nor Miramis makes any representations that the Proposed Transaction will be completed as contemplated or that trading on any stock exchange of the securities of AGN or Miramis will occur.
When a Definitive Agreement between AGN and Miramis is executed, AGN will issue a subsequent press release containing the details of the Definitive Agreement and additional terms of the Proposed Transaction.
AGN Financing
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).
About Alpha Gold North
AGN is a mineral exploration and development company incorporated under the laws of the Province of Ontario. AGN's emphasis is on the exploration and development of its flagship project, the Mine Brook Property, situated in the Electoral District of Baie Verte - Green Bay of the Province of Newfoundland and Labrador.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Forward-looking statements can be identified by the expressions "seeks", "expects", "believes", "estimates", "will", "target" and similar expressions. The forward-looking statements are not historical facts but reflect the current expectations of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this release include, but are not limited to, statements relating to the Proposed Transaction and its structure, the terms of the Financing and the composition of the board of directors of the Resulting Issuer. All forward-looking statements in this news release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. These forward-looking statements are made as of the date of this news release.
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 is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this release is not, and under no circumstances is it to be construed as, an offer to sell or an offer to purchase any securities in the Company or in any fund or other investment vehicle. This news release is not intended for U.S. persons. The Company's shares are not and will not be registered under the U.S. Securities Act of 1933 and the Company is not and will not be registered under the U.S. Investment Company Act of 1940 (the "1940 Act"). U.S. persons are not permitted to purchase the Company's shares absent an applicable exemption from registration under each of these Acts. In addition, the number of investors in the United States, or which are U.S. persons or purchasing for the account or benefit of U.S. persons, will be limited to such number as is required to comply with an available exemption from the registration requirements of the 1940 Act.
For additional information, contact:
Trumbull Fisher
Chief Executive Officer
Tf@alphagoldnorth.com
416-917-5847
Alpha Gold North Inc.
365 Bay Street, Suite 800
Toronto, ON M5H 2V1
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93692
