Toronto, Ontario--(Newsfile Corp. - February 4, 2025) - Green Panda Capital Corp. (TSXV: GPCC.P) ("Green Panda" or the "Company") announces that further to its news release of November 15, 2024, regarding its proposed qualifying transaction with Thistle Resources Corp. ("Thistle") (the "Qualifying Transaction"), and the corresponding filing of the filing statement that is dated effective November 14, 2024, (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") and on the Company's SEDAR+ profile at www.sedarplus.ca, the terms of the Private Placement (as described in the Filing Statement) have been amended as described below. Additional information in respect of the Qualifying Transaction and the Company can be found in the Filing Statement. Capitalized terms used herein but not defined shall have the meaning given to them in the Filing Statement.
Concurrent Financing
Concurrently with closing of the Qualifying Transaction, on a post-Consolidation basis, the Company will complete a non-brokered private placement (the "Private Placement"). The Private Placement will consist of non-flow-through units ("NFT Units") and flow-through units ("FT Units") sold at an issue price of: (i) $0.25 per NFT Unit, and (ii) $0.35 per FT Unit, respectively, for minimum gross proceeds of $1,670,000 and maximum gross proceeds of $3,000,000. Each NFT Unit will consist of one Company common share and one-half of one warrant (each whole warrant a "NFT Warrant"), with each NFT Warrant exercisable into a Company common share at an exercise price of $0.35 per share for a period of 24 months from the closing date of the Private Placement. Each FT Unit will consist of one "flow-through" common share and one-half of one warrant (each whole warrant a "FT Warrant"), with each FT Warrant exercisable into a Company common share at an exercise price of $0.50 per share for a period of 24 months from the closing date of the Private Placement.
In connection with the Private Placement, the Company intends to enter into certain finder's fee agreements with certain persons introducing subscribers of FT Units and NFT Units to the Company (the "Finders"). The Company estimates that each of the Finders will be entitled to receive: (a) a cash fee of 8% of the gross proceeds raised from subscriptions in the Private Placement from persons who participated in the offering that were introduced to the Company by the Finder; and (b) a number of broker warrants ("Broker Warrants") in an amount equal to 8% of the total number of FT Units and NFT Units issued to persons who participate in the offering that were introduced to the Company by the Finder, with each broker warrant exercisable into one Company common share at an exercise price of $0.35 per share for a period of 24 months from the closing date of the Private Placement.
There have been no changes to the pricing of the NFT Units. The price of the flow-through shares have been reduced from $0.50 to $0.35 per share, and there has been the addition of the FT Warrants. The Pro-Forma Consolidated Capitalization table on page 80 of the Filing Statement remains generally the same as the dilution for the minimum Private Placement was calculated based on only NFT Units and not the flow-through shares. However, the minimum Private Placement will now be $1,670,000 (rather than $1,520,000) to account for additional expenses incurred since the date of the Filing Statement. The tables provided below amend such tables within the Filing Statement as a result of the above mentioned changes in connection with the Private Placement.
Pro Forma Consolidated Capitalization
The following table outlines the expected pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Qualifying Transaction.
| Designation of Security | Number Authorized or to be Authorized | Number Outstanding After Giving Effect to the Qualifying Transaction assuming the Minimum Offering (1) | Number Outstanding After Giving Effect to the Qualifying Transaction assuming the Maximum Offering (1) |
| Resulting Issuer Shares (5) | Unlimited | 46,035,906(7) | 49,070,191(6) |
| Resulting Issuer Warrants | Unlimited | 5,488,952 (3) | 7,248,836 (3) |
| Resulting Issuer Options | 10% of the number of outstanding Resulting Issuer Shares(4) | 314,435(2) | 314,435(2) |
Notes:
- With regard to the Private Placement, the Minimum Offering assumes the whole amount will be NFT Units, and the Maximum Offering assumes $1 million of NFT Units and $2 million of FT Units.
- After giving effect to the Qualifying Transaction, it is anticipated that a total of approximately 314,435 Resulting Issuer Shares will be reserved for issuance upon the exercise of the former Green Panda Options, exercisable at a price of $0.20 per Resulting Issuer Share until July 15, 2029, subject to acceleration in accordance with the terms of the Stock Option Plan.
- Resulting Issuer Shares will be reserved for issuance upon the exercise of the NFT Warrants and Broker Warrants at a price of $0.35 and expiry date of 2 years from the closing date of the Private Placement, FT Warrants at a price of $0.50 and expiry date of 2 years from the closing date of the Private Placement, and Thistle Warrants at the same exercise price and expiry date for each formerly held Thistle Warrant.
- The aggregate maximum number of Resulting Issuer Shares that will be available for issuance under the Stock Option Plan may not exceed 10% of the number of issued and outstanding Resulting Issuer Shares from time to time.
- Calculated on a non-diluted basis.
- Includes 3,144,350 Green Panda Shares, 36,211,556 Thistle Shares, and 9,714,285 Resulting Issuer Shares issued pursuant to the Private Placement.
- Includes 3,144,350 Green Panda Shares, 36,211,556 Thistle Shares, and 6,680,000 Resulting Issuer Shares issued pursuant to the Private Placement.
Fully Diluted Share Capital
The following table outlines the expected number and percentage of Resulting Issuer Shares to be outstanding on a fully diluted basis after giving effect to the Qualifying Transaction:
| Resulting Issuer Pro Forma Shareholdings | Total Number of Securities (Minimum Offering - Maximum Offering)(1) | Percent of Resulting Issuer Shares (Minimum Offering - Maximum Offering) (1) |
| Resulting Issuer Shares held by former holders of Green Panda Consolidated Shares | 3,144,350 - 3,144,350 | 6.1% - 5.6% |
| Resulting Issuer Shares held by former holders of Thistle Shares | 36,211,556 - 36,211,556 | 69.9% - 63.9% |
| Resulting Issuer Shares held by former holders of Private Placement Shares(1) | 6,680,000 - 9,714,285 | 12.9% - 17.2% |
| Resulting Issuer Shares reserved for Resulting Issuer Warrants(1) | 5,488,952(2) - 7,248,836 (3) | 10.6% - 12.8% |
| Resulting Issuer Shares reserved for Resulting Issuer Options(4) | 314,435- 314,435 | 0.6% - 0.6% |
| Total diluted share capital of the Resulting Issuer | 51,839,293 - 56,633,462 | 100% - 100% |
Notes:
- With regard to the Private Placement, the Minimum Offering assumes the whole amount will be NFT Units, and the Maximum Offering assumes $1 million of NFT Units and $2 million of FT Units.
- Includes 3,340,000 NFT Warrants and 534,400 Broker Warrants, and 1,614,552 Thistle Warrants (Thistle Warrants consisting of 1,500,000 Thistle Warrants with an exercise price of $0.10 and expiry date of December 31, 2025, and 114,552 Thistle Warrants with an exercise price of $0.35 and expiry date of August 1, 2026).
- Includes 2,000,000 NFT Warrants, 2,857,142 FT Warrants and 777,142 Broker Warrants, and 1,614,552 Thistle Warrants (Thistle Warrants consisting of 1,500,000 Thistle Warrants with an exercise price of $0.10 and expiry date of December 31, 2025, and 114,552 Thistle Warrants with an exercise price of $0.35 and expiry date of August 1, 2026).
- Includes the 628,871 Green Panda Options issued under the Green Panda Option Plan which will be exchanged for 314,435 Resulting Issuer Options and exercisable at a price of $0.20 per Resulting Issuer Share until July 15, 2029, subject to acceleration in accordance with the terms of the Stock Option Plan.
Available Funds and Principal Purposes
As at January 31, 2025, Green Panda had a working capital deficit of $72,748 and Thistle had a working capital deficit of $372,017.63. Assuming completion of the Minimum Offering and upon completion of the Qualifying Transaction, it is estimated that the Escrowed Funds in the net amount of $1,536,400 will be released from escrow and the pro forma working capital of the Resulting Issuer will be $1,091,634. Assuming completion of the Maximum Offering and upon completion of the Qualifying Transaction, it is estimated that the Escrowed Funds in the net amount of $2,760,000 will be released from escrow and the pro forma working capital of the Resulting Issuer will be $2,315,234.
The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives. The following table shows the foreseeable available funds and the principal purposes for which the available funds will be used by the Resulting Issuer for the next 12 months, based on currently available information:
| Available Funds: | Estimated ($) Amount Assuming Completion of the Minimum Offering | Estimated ($) Amount Assuming Completion of the Maximum Offering |
| Estimated Consolidated Working Capital Deficit (as at January 31, 2025)(2) | (444,765.63) | (444,765.63) |
| Net Proceeds from the Private Placement | 1,536,400 | 2,760,000 |
| Total Available Funds | 1,091,634 | 2,315,234 |
| Anticipated Uses of Funds: | ||
| Exploration(1) | 577,000 | 577,000 |
| Professional fees | 300,000 | 300,000 |
| Insurance | 32,520 | 32,520 |
| Office and general | 25,440 | 25,440 |
| Public company costs | 19,800 | 19,800 |
| Interest Expenses | 1,680 | 1,680 |
| Cash payment in connection with the Brunswick Gold-Silver Project option agreement (3) | 15,000 | 15,000 |
| Required licence renewal payments for the property of the Projects | 7,650 | 7,650 |
| Unallocated Working Capital | 112,544 | 1,336,144 |
| Total Uses | 1,091,634 | 2,315,234 |
Notes:
- For additional information please see "Information Concerning The Resulting Issuer - Description of the Business - Business Objectives and Milestones" within the Filing Statement.
- Includes $200,000 of Qualifying Transaction expenses and other deferred professional fees.
- For additional information please see "Information Concerning Thistle - Material Contracts" within the Filing Statement.
The above uses of available funds should be considered estimates only. Please see the discussion under "Forward-Looking Information" within the Filing Statement and below.
Principal Securityholders
The following table sets out each securityholder anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of the Resulting Issuer Shares after giving effect to the Qualifying Transaction:
| Name of securityholder | Assuming Completion of the Minimum Offering | Assuming Completion of the Maximum Offering | ||
| Number of Resulting Issuer Shares owned after completion of the Qualifying Transaction | Percentage of Resulting Issuer Shares owned after completion of the Qualifying Transaction | Number of Resulting Issuer Shares owned after completion of the Qualifying Transaction | Percentage of Resulting Issuer Shares owned after completion of the Qualifying Transaction | |
| Patrick Cruickshank(1) | 14,500,000 | 31.5% | 14,500,000 | 29.6% |
| Gary Lohman(2) | 8,000,000 | 17.4% | 8,000,000 | 16.3% |
| Total | 22,500,000 | 48.9% | 22,500,000 | 45.9% |
Notes:
- After giving effect to the Qualifying Transaction, Patrick Cruickshank will beneficially, directly or indirectly own a total of 14,500,000 Resulting Issuer Shares, including 5,500,000 Resulting Issuer Shares held directly and 9,000,000 Resulting Issuer Shares held indirectly through Royal Stewart Capital Corp., representing approximately 28% of the Resulting Issuer Shares assuming the Minimum Offering on a fully diluted basis and 25.6% assuming the Maximum Offering on a fully diluted basis.
- After giving effect to the Qualifying Transaction, Gary Lohman will beneficially, directly or indirectly own a total of 8,000,000 Resulting Issuer Shares, including 2,000,000 Resulting Issuer Shares held directly and 6,000,000 Resulting Issuer Shares held indirectly through 1140205 Ontario Inc., representing approximately 15.4% of the Resulting Issuer Shares assuming the Minimum Offering on a fully diluted basis and 14.1% assuming the Maximum Offering on a fully diluted basis.
Directors, Officers and Promoters
The following table sets forth certain information regarding the proposed directors and officers of the Resulting Issuer, including their municipality of residence, the position(s) and office(s) to be held with the Resulting Issuer, their principal occupation within the five preceding years, the period during which each proposed director has served as a director of Thistle and the approximate number and percentage of Resulting Issuer Shares proposed to be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised by each of them, upon completion of the Qualifying Transaction:
| Name, City, Province/State, Country of Residence, Age, Proposed Position | Principal Occupation for the previous five years | Anticipated number and percentage of Resulting Issuer Shares owned, directly or indirectly, or over which control or direction is proposed to be exercised on completion of the Qualifying Transaction and Private Placement (Minimum Offering - Maximum Offering) | |
| Patrick Cruickshank (Texas, USA) Age: 61 Proposed CEO, President, and Director |
| 14,500,000 - 14,500,000 | 31.5% - 29.6% |
| Gary Lohman (Ontario, Canada) Age: 68 Proposed COO and Director |
| 8,000,000 - 8,000,000 | 17.4% - 16.3% |
| Remantra Sheopaul (Ontario, Canada) Age: 37 Proposed CFO and Corporate Secretary |
| - | - |
| Kevin Vienneau(1) (Bathurst, New Brunswick) Age: 43 Proposed Director |
| - | - |
| Kevin Hicks(1) (Texas, USA) Age: 64 Proposed Director |
| 3,148,154 - 3,148,154 | 6.8% - 6.4% |
| Richard (Xin) Zhou(1) (Ontario, Canada) Age: 51 Proposed Director |
| 1,010,000 - 1,010,000 | 2.2% - 2.1% |
Notes:
(1) Proposed member of the Audit Committee.
Upon completion of the Qualifying Transaction, it is expected that the proposed directors and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, 26,658,154 Resulting Issuer Shares, representing approximately 57.9% of the then outstanding Resulting Issuer Shares assuming completion of the Minimum Offering or approximately 54.3% of the then outstanding Resulting Issuer Shares assuming completion of the Maximum Offering.
Escrowed Securities
The directors and officers of the Resulting Issuer will beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 26,658,154 Resulting Issuer Shares, 157,217 Resulting Issuer Options and 1,520,000 Resulting Issuer Warrants. As a Tier 2 issuer, all of those securities will be subject to escrow and will be subject to release in accordance with Exchange Policy 5.4 under the Surplus Security Escrow Agreement rules.
| Prior to Giving Effect to the Qualifying Transaction (CPC Escrow Agreement) | After Giving Effect to the Qualifying Transaction and the Minimum Offering and Maximum Offering (Surplus Security Agreement) | ||||
| Name and Municipality of Residence of Securityholder | Designation of Class | Number of Securities held in Escrow(3) | Percentage of Class(1) | Number of Securities to be held in Escrow(4) | Percentage of Class(2) (Minimum Offering - Maximum Offering) |
| Richard Zhou Richmond Hill, Ontario, Canada | Green Panda Shares/ Resulting Issuer Shares | 2,020,000 | 32.1% | 1,010,000 | 2.2% - 2.1% |
| Total Escrowed Green Panda Shares / Resulting Issuer Shares | 2,020,000 | 32.1% | 1,010,000 | 2.2% - 2.1% | |
| Patrick Cruickshank Texas, USA | Thistle Shares/ Resulting Issuer Shares | Nil | Nil | 14,500,000 | 31.5% - 29.5% |
| Gary Lohman Ontario, Canada | Thistle Shares/ Resulting Issuer Shares | Nil | Nil | 8,000,000 | 17.4% - 16.3% |
| Kevin Hicks Texas, USA | Thistle Shares/ Resulting Issuer Shares | Nil | Nil | 3,148,154 | 6.8% - 6.4% |
| Total Escrowed Thistle Shares/Resulting Issuer Shares | Nil | Nil | 25,648,154 | 55.7% - 52.3% | |
| Richard Zhou Richmond Hill, Ontario, Canada | Green Panda Options/Resulting Issuer Options | 314,435 | 50% | 157,217 | 50% - 50% |
| Total Escrowed Green Panda Options/Resulting Issuer Options | 314,435 | 50% | 157,217 | 50% - 50% | |
| Patrick Cruickshank Texas, USA | Thistle Warrants/Resulting Issuer Warrants | Nil | Nil | 1,000,000 | 17.6% - 20.9% |
| Gary Lohman Ontario, Canada | Thistle Warrants/Resulting Issuer Warrants | Nil | Nil | 500,000 | 8.8% - 10.5% |
| Kevin Hicks Texas, USA | Thistle Warrants/Resulting Issuer Warrants | Nil | Nil | 20,000 | 0.4% - 0.4% |
| Total Escrowed Thistle Warrants/Resulting Issuer Warrants | Nil | Nil | 1,520,000 | 26.8% - 31.8 | |
Notes:
- As of the date hereof, there are 6,288,700 Green Panda Shares outstanding and 36,211,556 Thistle Shares outstanding.
- Upon completion of the Qualifying Transaction, and assuming the Minimum Offering is completed, it is anticipated that there will be 46,035,906 Resulting Issuer Shares outstanding. Upon completion of the Qualifying Transaction, and assuming the Maximum Offering is completed, it is anticipated that there will be 49,070,191 Resulting Issuer Shares outstanding.
- These shares are escrowed pursuant to Exchange Policy 2.4 described below.
- Pursuant to Exchange Policy 5.4, all Principal Securities (as defined by Exchange Policy 5.4) upon completion of the Qualifying Transaction are subject to escrow and will be held pursuant to the Surplus Security Escrow Agreement.
- The above table assumes that the applicable persons do not acquire any common shares under the Private Placement.
- It is expected that the Resulting Issuer Shares will be held with TSX Trust Company as the escrow agent.
The completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the TSXV and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Qualifying Transaction is expected to occur in February 2025.
The Company, upon and subject to completion of the Qualifying Transaction (the "Resulting Issuer"), is expected to (i) change its name to "Thistle Resources Inc." and trade on the TSXV under the symbol "TRCG" as a Tier 2 mining issuer, and (ii) complete a consolidation of its issued and outstanding common shares at a ratio of one post-consolidation common share for every two pre-consolidation common shares (the "Consolidation"). Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin (the "Exchange Bulletin") which will provide the proposed date on which the Company's common shares will resume trading. Until such time, in accordance with the policies of the TSXV, the Company's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.
Additional Information
For further information, please contact:
Green Panda Capital Corp.
Xin (Richard) Zhou
President and Chief Executive Officer
647-404-8966
sukin21cn@hotmail.com
There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Qualifying Transaction and certain terms and conditions thereof, the receipt of all necessary shareholder, TSXV, securities regulatory authority and other third party consents and approvals, the ability to complete the Private Placement and Qualifying Transaction, the Resulting Issuer's ability to qualify as a Tier 2 mining issuer, the duration of the halt in respect of the Company's common shares, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, risks associated with the effects of COVID-19, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Qualifying Transaction, the ability of the Company to complete the Qualifying Transaction or obtain TSXV final acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Qualifying Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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, Thistle Resources Corp. and the Resulting Issuer 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.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239510
SOURCE: Green Panda Capital Corp
