Calgary, Alberta--(Newsfile Corp. - May 15, 2024) - Prestwick Capital Corporation Limited (TSXV: PWIK.P) ("Prestwick" or the "Company") is pleased to announce that it has entered into a binding letter of intent dated May 13, 2024 (the "LOI") with respect to a transaction (the "Transaction") whereby Prestwick will obtain an option (the "Option") to acquire from Champion Electric Metals Inc. ("Champion") a 100% undivided interest in and to the mineral claims comprising the Baner gold project located in Idaho County, Idaho, USA (the "Baner Gold Project"). The Baner Gold Project is comprised of 215 unpatented lode claims covering approximately 4,520 acres (1,829 hectares).
The founders of Prestwick are an experienced group that have successfully founded, financed, and developed numerous world class mining operations and companies (including Kirkland Lake Gold and Rupert Resources). They will assist the Company in assembling a management team and Board of Directors that have the experience and expertise to explore and develop the Baner Gold Project and build the Company into a successful mining exploration and development company.
Prestwick is a "capital pool company" as defined in the policies of the TSX Venture Exchange (the "Exchange") and intends the Transaction to constitute its Qualifying Transaction (as such term is defined in the policies of the Exchange).
The Transaction
The LOI contemplates the negotiation and execution of a binding definitive option agreement (the "Option Agreement"), and to exercise the Option, Prestwick will be required to make cash payments and issue securities as follows:
- Prestwick has paid Champion $25,000 upon execution of the LOI;
- On completion of the Transaction, paying or issuing (as applicable) to Champion:
- $75,000;
- 1.1 million common shares of Prestwick ("Common Shares"); and
- warrants to purchase up to 200,000 Common Shares at $0.30 per share for two (2) years from the date of issuance.
- Paying or issuing (as applicable) to Champion within 18 months from the completion of the Transaction ("Payment #1 Date"):
- $350,000;
- 200,000 Common Shares; and
- warrants to purchase up to 200,000 Common Shares at the last closing price for the Common Shares prior to the date of issuance, for two (2) years from the date of issuance.
- Paying or issuing (as applicable) to Champion within 12 months from the Payment #1 Date ("Payment #2 Date"):
- $500,000; and
- warrants to purchase up to 200,000 Common Shares at the last closing price for the Common Shares prior to the date of issuance, for two (2) years from the date of issuance.
Upon satisfaction of the payments and securities issuances above, the Option will be deemed to be exercised and a 100% undivided interest in the Baner Gold Project will be transferred to the Company, free and clear of all encumbrances, subject to a 1% net smelter return royalty (the "NSR") in favour of Champion. Prestwick may buy-back the NSR in consideration for payment of $7.5 million to Champion.
The Common Shares issuable under the Option will be deemed to be issued at a price equal to $0.235 per share, being the price of the Common Shares on the Exchange on May 13, 2024. These Common Shares will be subject to hold periods under applicable securities laws, and subject to voluntary escrow.
Prestwick intends to use its working capital and a concurrent financing to be completed in connection with the Transaction to make the cash payments required under the terms of the Option.
During the term of the Option, Prestwick will have the exclusive right to manage and operate all work programs carried out on the Baner Gold Project in its sole discretion. Prestwick will also be responsible for maintaining the Baner Gold Project in good standing through such time.
The completion of the Transaction is subject to a number of conditions, including Prestwick completing its confirmatory due diligence in respect of the Baner Gold Project, execution of the Option Agreement (by no later than July 12, 2024), Exchange approval, obtaining all necessary third party consents and the Baner Gold Project satisfying the Exchange's Initial Listing Requirements for a Mining Issuer (pursuant to Policy 2.1 - Initial Listing Requirements of the Exchange), including, without limitation, the public float requirements.
The Company expects that upon completion of the Qualifying Transaction, it will be an exploration stage company with no producing properties and, consequently, no current operating income, cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on the Baner Gold Project.
Trading Halt
The Common Shares are presently halted, and it is expected they will remain halted until the Transaction is completed and approved by the Exchange.
Sponsorship
Sponsorship of the Transaction is required by the Exchange unless an exemption or waiver from sponsorship requirement is available. Prestwick is currently reviewing the requirements for and expects to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange.
Arm's Length Transaction and Shareholder Approvals
The proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such terms is defined by the Exchange), because of which, it is not expected that Prestwick will be required to obtain shareholder approval for the Transaction.
Board of Directors, Management and Other Insiders of the Resulting Issuer
The Company is currently assembling an experienced management team and candidates for its Board of Directors and will make further announcements as those determinations are made. Additional information regarding insiders of the Company upon completion of the Transaction and any concurrent financing will be disclosed once terms of any concurrent financing are finalized.
Pre-Closing Capitalization of Prestwick
As of the date hereof, Prestwick's authorized share capital consists of an unlimited number of Common Shares, of which 11,050,100 Common Shares are issued and outstanding. As well there are 1,105,000 options and 200,000 broker options outstanding, each exercisable to acquire one Common Share at an exercise price of $0.10 per share.
Name Change
It is expected that the name of the Company will be changed in connection with the completion of the Transaction to reflect the resulting issuer and its business going forward. Any such name change is subject to applicable Exchange and other regulatory approvals, as applicable. At its annual meeting of shareholders on March 1, 2024, shareholders of Prestwick approved an amendment to the Articles of the Company to change its name to such other name as may be determined and acceptable to the Board of Directors of the Company in their absolute discretion.
Finder's Fees
Finder's fees of Common Shares may be payment in connection with the Transaction. Payment of any finder's fees is subject to the approval of the Exchange and completion of the Transaction.
Further Information
Prestwick will issue additional news releases related to management, directors and insiders of Prestwick upon completion of the Transaction, concurrent financing terms, sponsorship, finder's fees payable and other material information as it becomes available.
For further information, please contact:
Prestwick Capital Corporation Limited
Rupert Williams, Director
Telephone: +44 7717 578865
Email: rupert@sc-capital.co.uk
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-Looking statements include, but are not limited to, statements with respect to the structure, terms, conditions and proposed timing for completion of the Transaction, any concurrent financing; the ability of Prestwick to complete the Transaction and any concurrent financing; the resumption in trading of the Common Shares; the Company's future business operations and results; the receipt of all necessary shareholder, Exchange, securities regulatory authority and other third party consents and approvals; and the receipt by Prestwick of an exemption from the sponsorship requirements of the Exchange. Forward-Looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive shareholder or regulatory approvals; and the results of continued development, marketing and sales. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Prestwick disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/209232
SOURCE: Prestwick Capital Corporation Limited
