Vancouver, British Columbia--(Newsfile Corp. - March 9, 2023) - Miramis Mining Corp. (the "Company" or "Miramis") is pleased to announce that it has entered into a definitive agreement dated February 22, 2023 (the "Agreement") with Merritt Mining Resources Corp. ("Merritt"), and 1401700 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Miramis. Pursuant to the Agreement, Miramis and Merritt have agreed to combine their respective businesses by way of a "three-cornered" amalgamation in accordance with section 269 of the Business Corporations Act (British Columbia) (the "BCBCA"), as further detailed below (the "Transaction").
The Transaction
Pursuant to the Agreement, upon completion of the Transaction which is structured as a three-cornered amalgamation in accordance with the BCBCA, Merritt will amalgamate with Subco, a newly incorporated and wholly-owned subsidiary of the Company, formed solely for the purpose of facilitating the Transaction. Following the Transaction, the amalgamated company will be a wholly-owned subsidiary of the Company, under the name "Miramis Holdings Corp." ("Amalco") and carry on the business of Merritt. It is anticipated that, upon completion of the Transaction: (i) Leighton Bocking, Morgan Good and Jeremy Hanson will serve as the initial directors of Amalco; (ii) Morgan Good will serve as Chief Executive Officer of Amalco; and (iii) Damien Good will serve as Corporate Secretary of Amalco. In addition, it is anticipated that, upon completion of the Transaction, Damien Good will be appointed as Corporate Secretary of the Company and Jeremy Hanson will be appointed as Vice President of Exploration of the Company.
Pursuant to the Agreement, upon completion of the Transaction, among other things: (i) each shareholder of Merritt, other than a dissenting shareholder, is expected to receive one common share in the authorized share structure of Miramis (each, a "Common Share") in exchange for each common share in the authorized share structure of Merritt (each, a "Merritt Share") held by such shareholder at a deemed price of $0.10 per Common Share (with the aggregate number of Common Shares issuable being up to 1,726,001 Common Shares) and all of the issued and outstanding Merritt Shares are expected to be cancelled immediately thereafter; (ii) each issued and outstanding common share in the authorized share structure of Subco is expected to be exchanged for one common share in the authorized share structure of Amalco (each, an "Amalco Share"); and (iii) in consideration for the issuance by the Company of the Common Shares to shareholders of Merritt, other than dissenting shareholders, Amalco is expected to issue to the Company one Amalco Share for each Common Share so issued to such shareholders of Merritt.
Further, following the Transaction, the Company may issue up to 13,265 Common Shares to the holders of certain issued and outstanding common share purchase warrants of Merritt (the "Merritt Warrants") upon the valid exercise of such outstanding Merritt Warrants, subject to the terms and conditions thereof, including the receipt by the Company of the requisite consideration therefor.
The completion of the Transaction is subject to a number of closing conditions, including but not limited to receipt of all required regulatory, shareholder and third-party approvals required to complete the Transaction, including the passing of a special resolution of the shareholders of Merritt approving the Transaction at a special meeting of Merritt which is expected to be held on March 13, 2023. There can be no assurance that the proposed Transaction or other transactions described in this news release will be completed as proposed or at all.
About Merritt Mining Resources Corp.
Merritt is engaged in the exploration and development of mineral properties and has an option to purchase certain mineral claims known as the Nicola East Mineral Property located in British Columbia.
ON BEHALF OF THE BOARD OF DIRECTORS
"Morgan Good"
Morgan Good
Chief Executive Officer
T: 604-715-4751
E: morgan@miramismining.com
Cautionary Note on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, this news release contains forward-looking statements and information relating to the closing of the Transaction, including without limitation the issuance of Common Shares and Amalco Shares and the cancellation of Merritt Shares and common shares of Subco in connection therewith, the conditions to completing the Transaction, timing and receipt of all applicable regulatory, shareholder and third-party approvals, the potential issuance of Common Shares upon valid exercise of the Merritt Warrants, Merritt's future plans, the business objectives of Amalco and the Company, the proposed composition of Amalco's board of directors and slate of officers, the proposed appointments of officers of the Company, and other matters. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company. As a result, there can be no assurance that the proposed Transaction or related matters will be completed as proposed or at all. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to complete the Transaction as currently proposed or at all, the ability of each of the Company, Merritt and Amalco to complete its planned future activities and anticipated business plans, the ability of the Company to obtain sufficient financing to fund its business activities and plans, the ability of the Company and/or Merritt to obtain applicable regulatory, shareholder and third party approvals of the Transaction and the Company's ability to appoint officers. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and changes in laws, regulations and policies affecting the Company's operations and the Company's limited operating history. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
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