Toronto, Ontario--(Newsfile Corp. - September 29, 2023) - Green Panda Capital Corp. (TSXV: GPCC.P) ("Green Panda" or the "Company") is pleased to announce that, further to its news release of June 28, 2023, the Company has entered into an acquisition agreement (the "Acquisition Agreement") dated September 29, 2023 with Thistle Resources Corp. ("Thistle") and 1000644926 Ontario Limited ("Subco"), a wholly-owned subsidiary of the Company incorporated under the laws of the Province of Ontario to give effect to the Proposed Transaction (as defined below). The Acquisition Agreement is in respect of a proposed business combination transaction pursuant to which the Company, through Subco, will acquire all of the issued and outstanding securities of Thistle (the "Proposed Transaction").
It is anticipated that the Proposed Transaction will constitute the Company's "Qualifying Transaction" as defined in and in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"). All currency references herein are in Canadian currency unless otherwise specified. The Company following the completion of the Proposed Transaction is referred to as the "Resulting Issuer."
About Thistle
Thistle is incorporated pursuant to the Business Corporations Act (Ontario) on September 1, 2017. Thistle has focused on Critical Minerals Exploration in the Bathurst Mining Camp, New Brunswick, Canada. Thistle utilizes cutting edge technology paired with AI and proprietary algorithms to advance its project portfolio and increase shareholder value.
Thistle's share capital consists of an unlimited number of Thistle Shares. Thistle currently has a total of 27,856,414 Thistle Shares issued and outstanding; 2,000,000 options exercisable at $0.01 per share; 2,000,000 warrants exercisable at $0.01 per share; 2,000,000 warrants exercisable at $0.05 per share; 4,500,000 warrants exercisable at $0.10 per share; and, 1,500,000 warrants exercisable at $0.15 per share.
To the knowledge of the directors and executive officers of Thistle, the following persons currently beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the Thistle Shares: (a) Royal Stewart Capital Corp. and 8450609 Canada Limited, which are entities controlled by Patrick Cruickshank (and his spouse), CEO of Thistle, who currently controls 28.7% of the outstanding Thistle Shares; (b) 1140205 Ontario Inc., an entity controlled by Gary Lohman, a director and officer of Thistle, who currently controls 17.9% of the outstanding Thistle Shares; and (c) Kevin Hicks, who currently controls 11.1 % of the outstanding Thistle Shares.
Patrick Cruickshank, Gary Lohman and Kevin Hicks are all expected to qualify as Principals and Insiders (as such terms are defined in the policies of the TSXV) of the Resulting Issuer following closing of the Proposed Transaction, as it is anticipated that they will be officers and/or directors of the Resulting Issuer. Patrick Cruickshank and Gary Lohman will also continue to hold more than 10% of the outstanding Resulting Issuer Shares (as defined below), but Kevin Hicks would likely fall below 10%.
Thistle's Middle River Property consists of (2) main projects, Middle River Gold, and Middle River VMS. Middle River Gold is a structurally controlled gold system. Located along a recently defined 7-kilometer magnetic trend, the project has both an upper zone, traced by drilling and trenching for a strike length of 500 meters, and a lower, untested zone at 400 meters, defined by high chargeability geophysics. With (2) drill programs completed, drilling to date has intersected mineralization including 14.58 g/t Au over 3.38 meters (DDH 21TRC-AU-003) and wider zones of mineralization as in drill holes 21TRC-AU001 and 21TRC-AU008 which assayed 1.26 g/t Au over 33 meters and 1.59 g/t Au over 23.52m respectively. The deeper zone is scheduled for drilling in 2023.
Middle River VMS is located in the eastern portion of the property, along the projected extension of the Brunswick No 12 horizon which hosted the Brunswick No 12 mine 8 kilometers to the south. Utilizing new technology and recent advancements in geophysical processing combined with a ground-based Time Domain Electromagnetic Survey (TDEM), Thistle identified 11, late time conductive features in the target area. 3D modeling of the data has been completed and priority drill holes have been identified.
Celtic Highlands Gold is located in the northern Cape Breton Highlands adjacent to Transition Metals Highland Gold Project. Historic trenches are present with sampling identifying multi-stage mineralizing events with assays returning up to 6.927 g/t Au, 92.0 g/t Ag, 264 ppb Platinum and 120 ppb Palladium.
Alba Forks Gold is a gold project located in the New Brunswick Mining Camp Gold Zone.
Summary of the Proposed Transaction
The Acquisition Agreement contemplates the Company and Thistle completing an arm's length three-cornered amalgamation, pursuant to which the Resulting Issuer will issue common shares (the "Resulting Issuer Shares") to the holders of common shares in the capital of Thistle (the "Thistle Shares").
The Company currently has 6,288,700 common shares (the "GPCC Shares") issued and outstanding. Additionally, the Corporation has 628,870 options to purchase GPCC Shares granted and outstanding (the "GPCC Options"). There are currently 27,856,414 Thistle Shares issued and outstanding, and the following securities exercisable into Thistle Shares: 2,000,000 options exercisable at $0.05 per share; 2,500,000 warrants exercisable at $0.01 per share; 2,500,000 warrants exercisable at $0.05 per share; and, 2,500,000 warrants exercisable at $0.15 per share.
Prior to the closing of the Proposed Transaction, the Company shall undertake a consolidation (the "Consolidation") of the GPCC Shares on the basis of two (2) pre-Consolidation common shares for one (1) post-Consolidation share.
In accordance with the terms of the Acquisition Agreement, the Proposed Transaction will be structured as a "three-cornered amalgamation" involving the Company, Subco and Thistle. In connection with closing of the Proposed Transaction, it is expected that, among other things:
Thistle and Subco will be amalgamated (the "Amalgamation") under the provisions of the Business Corporations Act (Ontario) and the resulting amalgamated entity will become a wholly-owned subsidiary of the Company ("Amalco").
Each Thistle Share will be cancelled, and the former holders of Thistle Shares will receive one (1) Resulting Issuer Share for each Thistle Share held by them. All options and warrants exercisable into Thistle Shares will be cancelled, and the former holders of such securities will receive one option or warrant exercisable into a Resulting Issuer Share at the same exercise price for each option or warrant.
Each issued and outstanding common share in the capital of Subco ("Subco Shares") shall be exchanged for, and the Company shall be entitled to receive, one fully paid and non-assessable common share in the capital of Amalco, and upon the completion of the Amalgamation all of the issued and outstanding Subco Shares shall be cancelled.
GPCC Options will be adjusted to be exercisable into 314,435 Resulting Issuer Shares at an exercise price of $0.20 per adjusted GPCC Option.
The Resulting Issuer will have obtained conditional approval of the TSXV for the listing on the TSXV of the Resulting Issuer Shares, as required by the policies of the TSXV.
It is expected that following the completion of the Proposed Transaction, the non-diluted common shares of the Resulting Issuer shall be held as follows: 27,856,414 Resulting Issuer Shares (79%) held by former Thistle shareholders; 3,144,350 Resulting Issuer Shares (8.9%) held by existing GPCC shareholders; and, 4,285,714 Resulting Issuer Shares (12.1%) held by purchasers under the Offering (assuming the minimum Offering of $1,500,000 all comprised of non-flow-through units).
The Proposed Transaction is conditional upon the completion of the Offering, as further described below.
The parties to the Proposed Transaction are at arm's length. It is anticipated that the Proposed Transaction and Amalgamation Agreement will be put before the shareholders of Thistle for their approval.
Conditions to Closing
The completion of the Proposed Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to (i) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (ii) the absence of any material change or a change in a material fact or a new material fact affecting the Company or Thistle; (iii) the completion of the Consolidation; (iv) Thistle having received appropriate approvals from its shareholders; and (v) the completion of the Offering for gross proceeds of a minimum of $1,500,000. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.
Financing
In connection with the Proposed Transaction, the Company proposes to issue and sell, on a non-brokered private placement basis, to be closed concurrently with the Proposed Transaction, the following securities on a post-Consolidation basis: (i) units of the Company at an issue price of $0.35 per unit, with each unit comprised of one Resulting Issuer Share and one-half of one warrant, with each whole warrant exercisable into a Resulting Issuer Share for a period of two years at an exercise price of $0.50 per share, and (ii) flow-through shares at an issue price of $0.50 per share, for minimum gross proceeds of a minimum of $1,500,000 (the "Offering"). Completion of the proposed Offering is a condition to the closing of the Proposed Transaction.
Summary of Proposed Directors and Officers of the Resulting Issuer
Subject to TSXV approval, the proposed board of directors of the Resulting Issuer will be reconstituted to consist of five (5) directors, which includes Richard Zhou, an existing director and officer of the Company. Accordingly, all other existing directors and officers of the Company will resign upon the closing of the Proposed Transaction.
The directors of the Resulting Issuer are anticipated to be Patrick Cruickshank, Gary Lohman, Kevin Vienneau, Kevin Hicks and Richard Zhou. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected. The officers of the Resulting Issuer are anticipated to be Patrick Cruickshank, as Chief Executive Officer, and Remantra Sheopaul as Chief Financial Officer and Corporate Secretary. Biographies of the proposed directors and officers of the Resulting Issuer are included below:
Patrick Cruickshank - Chief Executive Officer, President, and Director
Mr. Cruickshank received his MBA from the Schulich School of Business at York University in 1989. Mr. Cruickshank has over 20 years of experience from the Wealth Management Sector working for Merryll Lynch, Legg Mason, and Citigroup Capital Markets, where he focused on creating and protecting wealth while specializing in funding growth companies. Mr. Cruickshank was an NFLPA Advisor from 2000 to 2012, until transitioning into Private Equity. Since 2012, Mr. Cruickshank has specialized in establishing and growing companies, driving shareholder value through a long-term business strategy from inception to growth to exit. Mr. Cruickshank has been the current CEO of Fiddlehead Mining Corp. since 2019 and serves as a director on a number of private companies including: Atacama Copper Exploration (Canada & Chile); Royal Stewart Resources Corp. (NB, Canada); and Minotaur Atlantic Exploration Ltd (NS, Canada). Mr. Cruickshank also often speaks at Resource Summits in Canada, Chile, Peru, London & Germany, and is an active Panel Guest Speaker of the Toronto Stock Exchange Venture (TSX-V) & the Santiago Stock Exchange (SSE) Industry Events.
Remantra Sheopaul - Chief Financial Officer and Corporate Secretary
Mr. Sheopaul presently works with Marrelli Support Services Inc. ("MSSI"), which provides chief financial officer, accounting, regulatory, compliance and management advisory services to numerous issuers on the Toronto Stock Exchange, TSX Venture Exchange and other Canadian and U.S. exchanges. Mr. Sheopaul has a focus on building strong relationships with clients to understand and anticipate their needs.
In his role with MSSI, Mr. Sheopaul has been regularly involved in initial public offerings, analysis of complex accounting transactions, and assisting non-public and public clients regarding IFRS disclosure and compliance matters. Mr. Sheopaul acts as the chief financial officer to several issuers on the TSX Venture Exchange and CSE.
Prior to his tenure with MSSI, he was employed with a public accounting firm based in Toronto for the past several years, three of which were spent managing audits for medium sized TSX Venture clients ranging from junior mining companies to real estate investments trusts based in Canada and the United States.
Gary Lohman - Chief Operating Officer and Director
Mr. Lohman received his B.Sc. in Geology from the University of Toronto in 1981. Mr. Lohman has over 40 years of experience in both precious and base metal exploration within the Americas. Mr. Lohman is skilled in geological, geochemical, and geophysical exploration techniques in a wide variety of settings including Volcanogenic Massive Sulphides (VMS), Porphyry & IOCG (Copper/Gold) Style Deposits. Experience includes evaluations / research conducted on bonanza grade and bulk tonnage gold-silver properties in Canada, Mexico, California, Ecuador & Chile. Mr. Lohman has also evaluated and conducted research on a variety of Industrial mineral projects including graphite, titanium, zeolites and building stone. Mr. Lohman is the President of Atacama Copper Exploration Limited in Chile and also holds several board positions on a number of private companies in Canada including: Atacama Copper Exploration Limited; Minotaur Atlantic Exploration Limited; Royal Stewart Resources Corp.; and Fiddlehead Mining Corp.
Kevin Vienneau - Director
Mr. Vienneau is a mining engineer with over 15 years' experience in mining exploration and development on a variety of gold and base metal projects within the Bathurst mining camp, including the Elmtree Gold Project from 2004 to 2012. Kevin holds a Bachelor of Engineering from Dalhousie University and is heavily involved in permitting and negotiations with key stakeholders for projects in New Brunswick. He has played key roles in bringing projects into production as well as post-production environmental reclamation.
Kevin Hicks - Director
Mr. Hicks received a B.Sc. in Electrical Engineering from Oklahoma State University in 1982 and a Master's of Electrical Engineering from Oklahoma State University in 1992. Over his 38-year career at Halliburton Corporation, Mr. Hicks held various roles ranging from budgetary manager, consultant to various application development projects, and other information technology related positions. Since 2022, Mr. Hicks has served as the Chairman and CEO of Have Blue Capital Corp., a New Brunswick based investment corporation focused on investment in the Canadian junior mining industry.
Richard (Xin) Zhou - Director
Mr. Zhou has 20 years of industry experience in information technology, Internet, IoT and Energy, having held positions at EMC, Siemens, and Apotex. Mr. Zhou is also currently the President of Green Panda and acts as an advisor to multiple Fortune 500 and Nasdaq-listed companies. He currently serves as the Co-Chair of the Canada-China IoT and Blockchain Research Institute. Mr. Zhou also assists (part-time) with community outreach at the Legislative Assembly of Ontario, was President of the Canada Evergreen Association, and was the Founding Director of the Chinese Cabinet of the Toronto Sick Kids Foundation.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Company intends on filing a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain relevant details relating to the Proposed Transaction, the Company, Thistle and the Resulting Issuer.
Trading Halt
Trading of the Company's common shares has been halted as a result of the announcement of the Proposed Transaction and the Company expects that trading will remain halted pending closing of the Proposed Transaction.
Other information relating to the Proposed Transaction
The Proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 of the TSXV. The Proposed Transaction is not a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the TSXV.
Additional information concerning the Proposed Transaction, the Company, Thistle and the Resulting Issuer is contained in the Company's news release dated June 28, 2023 and will be contained in the filing statement to be filed by the Company in connection with the Proposed Transaction, which will be available in due course under the Company's SEDAR profile.
For further information, please contact:
Green Panda Capital Corp.
Xin (Richard) Zhou
President and Chief Executive Officer
647-404-8966
sukin21cn@hotmail.com
On behalf of the board of directors of Thistle:
Patrick Cruickshank, CEO
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company and Thistle 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 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 a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither 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 release.
Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "intends", or "believes", or variations (including negative and grammatical variations) of such words and phrases or state that certain acts, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Proposed Transaction and the timing thereof, the proposed business of the Resulting Issuer, the proposed directors and officers of the Resulting Issuer, completion of satisfactory due diligence, TSXV sponsorship requirements, shareholder and regulatory approvals, and future press releases and disclosure.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects of the Resulting Issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Thistle may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company and Thistle believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, each of the Company and Thistle disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/182390
