Toronto, Ontario--(Newsfile Corp. - November 17, 2024) - Newfoundland Goldbar Resources Inc. (the "Company") is pleased to announce that further to its press release of May 27, 2024, the Company has entered into an amended and restated letter agreement dated November 13, 2024 (the "Amended Letter Agreement"), with Rhino Digital Inc., a company existing under the laws of the State of Nevada ("Rhino") to amend the terms of its previously announced reverse takeover with Rhino (the "Proposed Transaction") and to replace and supersede the letter agreement between the company and Rhino dated May 27, 2024. Additionally, the Company has filed with the Ontario Securities Exchange a preliminary non-offering prospectus (the "Prospectus") in connection with the Proposed Transaction. Upon completion of the Proposed Transaction, the Company is expected to be renamed to Rhino Digital Inc. (the "Resulting Issuer").
Rhino is a Florida-based company that operates an all-inclusive Bitcoin financial services platform and mobile application which offers a range of financial services, allowing users to trade, save, and spend Bitcoin or USD along with conducting global money transfers.
The Proposed Transaction and Terms of the Amended Letter Agreement
The Proposed Transaction will be structured as an arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect, with the Company directly or indirectly acquiring all outstanding securities of Rhino. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both the Company and Rhino.
Completion of the Proposed Transaction is subject to a number of conditions, which include receipt of all necessary securityholder and regulatory approvals, and conditional approval of the listing of the subordinate voting shares of the resulting issuer (the "Subordinate Voting Shares") on the Canadian Securities Exchange (the "CSE").
In connection with the Proposed Transaction, the Company will be required to, among other things: (i) change its name to Rhino Digital Inc. or such other name acceptable to applicable regulatory authorities; (ii) consolidate its outstanding common shares at a ratio of 400 pre-consolidation common shares for 1 post-consolidation common share; (iii) amend its articles to create a new class of multiple voting shares "Multiple Voting Shares") and a new class of super voting shares ("Super Voting Shares"); and (iv) amend its articles to convert its common shares ("Company Common Shares") into Subordinate Voting Shares and cancel the existing class of preference shares of the Company. The Company received shareholder approval of the foregoing matters at a special meeting held on June 26, 2024.
Additionally, Rhino has completed a financing for aggregate gross proceeds of USD$4,656,000 and may continue to raise additional funds. Rhino convertible notes that are issued pursuant to the financing will be converted into shares of common stock of Rhino ("Rhino Common Stock") at a conversion price of USD$0.36 per share of Rhino Common Stock at the closing of the Proposed Transaction.
Prior to or concurrent with the closing of the Proposed Transaction, the Company will complete the following:
(i) The Company shall exchange debt that is currently issued and outstanding for convertible notes ("SubCo Convertible Notes") in the capital of 1000941791 Ontario Inc., a corporation incorporated under the OBCA, and a wholly-owned subsidiary of the Company ("SubCo"). The SubCo Convertible Notes shall have, as at the closing date of the Proposed Transaction, an aggregate outstanding balance of principal and accrued interest of no more than C$357,951.03, which shall, pursuant to the terms thereof, be convertible into no more than 2,722,368 common shares in the capital of SubCo ("SubCo Common Shares") based on a conversion price equal to C$0.10 per SubCo Common Share, and with the balance of any principal or accrued interest being repaid in cash or released by the holders of such debt;
(ii) the Company shall settle up to an aggregate of C$34,963 in debt into up to 349,627 SubCo Common Shares based on a deemed price of C$0.10 per SubCo Common Share;
(iii) the Company shall issue an aggregate of 3,000,000 SubCo Common Shares to two arm's-length finders;
(iv) the holders of SubCo Common Shares will exchange their SubCo Common Shares for Company Common Shares on a one-for-one basis; and
(v) the Company shall ensure that it will not have more than 6,635,563 Company Common Shares outstanding immediately prior to the closing of the Proposed Transaction.
Rhino shareholders will become holders of a combination of the Subordinate Voting Shares, Multiple Voting Shares, and Super Voting Shares in respect of each share of Rhino Common Stock held, as follows:
a. in respect of each share of Rhino Common Stock held, 0.51 of a Subordinate Voting Share and 0.0140379 of a Multiple Voting Share; and
b. Super Voting Shares based on a ratio of one share of Rhino preferred stock for one Super Voting Share.
The Subordinate Voting Shares, Multiple Voting Shares and Super Voting Shares shall, as a consequence of the Proposed Transaction, not be permitted to be sold, transferred, pledged or otherwise disposed of for a period of seven months following the Proposed Transaction.
Investors are cautioned that, except as disclosed in the Prospectus, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
ABOUT NEWFOUNDLAND GOLDBAR RESOURCES INC.
The Company was formerly a junior mining company that acquired and explored mineral resource properties, principally in the province of Newfoundland and Labrador. The Company is currently seeking to complete a business combination with one or more target companies.
ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Binyomin Posen
Director, Chief Executive Officer and Chief Financial Officer
T: 416-481-2222
E: bposen@plazacapital.ca
About Rhino:
Rhino Digital Inc., based in Florida, operates a comprehensive financial services application that allows users to manage Bitcoin transactions and pay bills, allowing users to trade, save, and spend Bitcoin or USD along with conducting global money transfers. Rhino's mission is to educate consumers on Bitcoin and improve the user experience in accessing different Bitcoin services.
All information contained in this news release with respect to Rhino was supplied by Rhino for inclusion herein and the Company has relied on the accuracy of such information without independent verification.
As noted above, completion of the Proposed Transaction is subject to a number of conditions, including listing of the Subordinate Voting Shares on the CSE. 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 Prospectus of the Company 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 the Company should be considered highly speculative.
The CSE has not in any way passed upon the merits of the Proposed Transaction nor does it accept responsibility for the adequacy or accuracy of this news release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Notice on forward-looking statements:
This press release includes forward-looking information within the meaning of Canadian securities laws regarding the Company, Rhino, the Resulting Issuer and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction, the terms on which the Proposed Transaction is intended to be completed, the ability to obtain regulatory and securityholder approvals, including listing approval of the CSE. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations thereof (including negative variations) of such words and phrases, or by statements that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this press release, including completion of the Proposed Transaction, the terms upon which the Proposed Transaction is proposed to be completed, and the listing of the Subordinate Voting Shares on the CSE may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the industry, market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although the Company and Rhino have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company, Rhino and the Resulting Issuer undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect our expectations as of the date hereof, and thus are subject to change thereafter.
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/230361
SOURCE: Newfoundland Goldbar Resources Inc.
