Toronto, Ontario--(Newsfile Corp. - December 29, 2021) - Aardvark Capital Corp. (TSXV: ACCA.P) (the "Company") and 2766604 Ontario Ltd. ("GoldCo") are pleased to announce that GoldCo has closed its previously announced private placement of subscription receipts of GoldCo (the "Subscription Receipts"), consisting of the issuance of an aggregate of 7,457,514 Subscription Receipts at a price of C$2.10 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of C$15,660,779.40 (the "Offering"). The Offering was comprised of a brokered and non-brokered component, with the brokered portion completed in accordance with, among other things, the terms of an agency agreement dated December 29, 2021 (the "Agency Agreement") among the Company, GoldCo, Haywood Securities Inc. ("Haywood") as sole bookrunner and co-lead agent with Canaccord Genuity Corp., together with Cormark Securities Inc. and Sprott Capital Partners LP (collectively, the "Agents"). The Offering was completed in connection with the previously-announced arm's length Qualifying Transaction (as such term is defined in the policies of the TSX Venture Exchange) (the "Qualifying Transaction") proposed to be completed by the Company and GoldCo, further details of which may be found in the prior news releases of the Company, including the most recent news release of the Company dated December 24, 2021.
The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated December 29, 2021 (the "Subscription Receipt Agreement") among GoldCo, Haywood, on behalf of the Agents, and TSX Trust Company (the "Subscription Receipt Agent"), as subscription receipt agent. Each Subscription Receipt will be deemed to be automatically converted, without payment of additional consideration or further action by the holder thereof, into one common share in the capital of GoldCo (each, a "GoldCo Share"), subject to adjustment in certain events, immediately before the closing of the Qualifying Transaction upon the satisfaction and/or waiver of certain escrow release conditions (the "Escrow Release Conditions") specified in the Subscription Receipt Agreement at or before April 28, 2022 (the "Escrow Release Deadline"). Upon completion of the Qualifying Transaction, each GoldCo Share will be immediately exchanged for one common share of the Company (after giving effect to the Company's proposed 5 to 1 share consolidation), as the issuer resulting from the completion of the Qualifying Transaction (the "Resulting Issuer"), for no additional consideration and without any further action by the holders thereof, as more particularly described in the news releases of the Company dated December 24, 2021. The Company and GoldCo are currently aiming to close the Qualifying Transaction in calendar Q1, 2022, subject to the timely satisfaction of a number of customary closing conditions (including, receipt of the conditional approval of the TSXV), all as more particularly described in the news releases of the Company dated December 24, 2021.
In consideration for their services in connection with the brokered portion of the Offering, GoldCo paidto the Agents a cash fee (the "Agent's Fee") equal to 6.0% of the gross proceeds from the sale of the Subscription Receipts. As additional consideration for the services of the Agents, GoldCo also issued to the Agents compensation options of GoldCo (the "Compensation Options") equal to 6.0% of the number of Subscription Receipts sold in the Offering. Notwithstanding the foregoing, the Agent's Fee and the number of Compensation Options were reduced to (i) 2.0%, on proceeds of an aggregate amount of approximately C$2.5 million from purchasers directly arranged by GoldCo through a president's list, and (ii) nil for purchases by directors, officers and employees of GoldCo and certain strategic advisors to GoldCo and their affiliates. Additionally as consideration for the advisory services rendered by the Agents in connection with the Qualifying Transaction, Goldco paid to the Agents a cash advisory fee equal to $140,000 plus applicable taxes (the "Advisory Fee"); and (ii) issued to the Agents an additional 75,000 Compensation Options.
On closing of the Offering, 50% of the Agent's Fee and 50% of the Advisory Fee was paid to the Agents, with the remaining 50% of the Agent's Fee and 50% of the Advisory Fee deposited in escrow with the Subscription Receipt Agent. Each Compensation Option will, upon completion of the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting Issuer (the "Resulting Compensation Options"), with each Resulting Compensation Option exercisable to acquire one common share of the Resulting Issuer, at a price of C$2.10 per Resulting Issuer share for a period of 24 months following the date of closing of the Qualifying Transaction.
Upon closing of the Offering, the gross proceeds of the Offering, less 50% of the Agent's Fee, 50% of the Advisory Fee and the Agents' estimated expenses, were deposited in escrow with the Subscription Receipt Agent pending satisfaction and/or waiver of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. Unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, if the Escrow Release Conditions are not satisfied and/or waived on or before the Escrow Release Deadline, each of the then issued and outstanding Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Subscription Receipts an amount equal to the aggregate Issue Price of the Subscription Receipts held by such holder plus an amount equal to the holder's pro rata share of any interest or other income earned on the escrowed funds (less applicable withholding tax, if any).
The proceeds of the Offering are expected to be used to fund (i) the exploration and other expenses relating to the FAD Property (as defined below), (ii) the expenses of the Qualifying Transaction and the Offering, and (iii) the working capital requirements of the Resulting Issuer.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.
About GoldCo
GoldCo is a private company incorporated under the Business Corporations Act (Ontario). Pursuant to the terms of the Option Agreement, GoldCo, through Golden Hill, has the option to acquire a 100% interest in the "FAD Property" (the "FAD Property") located on the Eureka-Battle Mountain trend in Nevada, USA. The FAD Property is host to the high-grade poly-metallic FAD Deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. Other than as disclosed in the news release of the Company of November 8, 2021, there has been no modern-day exploration or drilling completed on the FAD Property since the 1950s.
The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.
About Aardvark Capital Corp.
The Company is a capital pool company (within the meaning of the Policy) incorporated under the Business Corporations Act (Ontario) on January 29, 2021. It is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered and head office located in Toronto, Ontario. The Company has no commercial operations and no assets other than cash.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including, without limitation, the anticipated timing of the completion thereof, the use of proceeds, and the satisfaction and/or waiver of the Escrow Release Conditions). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, GoldCo, the Resulting Issuer, and the Qualifying Transaction, and (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Company and GoldCo at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor GoldCo undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
Further Information
All information contained in this news release with respect to the Company and GoldCo was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. For certainty, all information in this release with respect to the FAD Property and the Offering was supplied by GoldCo for inclusion herein, and the Company and its directors and officers have relied on GoldCo for any information related thereto.
For further information please contact:
Aardvark Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: zach@libertyvp.co
2766604 Ontario Ltd.
Christina McCarthy
President, CEO, Director
Telephone: 416-712-6151
Email: Christina.mccarthy10@gmail.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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