DGAP-News: GoldSpot Discoveries Inc. / Key word(s): Miscellaneous
GoldSpot Discoveries Inc. Announces Private Placement and Entering Into of Mineral Interest Purchase Agreement
29.01.2019 / 04:55
The issuer is solely responsible for the content of this announcement.
Toronto, Ontario--(Newsfile Corp. - January 28, 2019) - GoldSpot Discoveries Inc. ('GoldSpot'), is pleased to announce that the closing of the proposed offering (the 'Offering') of subscription receipts (the 'Subscription Receipts') of GoldSpot, has been scheduled for January 30, 2019.
Canaccord Genuity Corp. and Haywood Securities Inc. (together, the 'Agents'), have been retained as agents in connection with the Offering of 453,173 Subscription Receipts at a price (the 'Issue Price') of $16.55 per Subscription Receipt for gross proceeds of $7,500,013.15. The total number of Subscription Receipts to be sold includes 90,635 Subscription Receipts that the Agents had the option to exercise. Each Subscription Receipt will be automatically converted, without payment of any additional consideration and without further action on the part of the holder thereof, for one common share in the capital of GoldSpot (each, a 'GoldSpot Share') upon satisfaction of the escrow release conditions, subject to adjustment in certain events.
The GoldSpot Shares to be issued upon conversion of the Subscription Receipts will be exchanged for common shares of Duckworth Capital Corp. ('Duckworth'), a capital pool company listed on the TSX Venture Exchange ('TSXV'), on the same terms as the other GoldSpot Shares in connection with the proposed acquisition (the 'Transaction') of GoldSpot by Duckworth. As previously announced by Duckworth, the Transaction is intended to constitute Duckworth's 'qualifying transaction' pursuant to the policies of the TSXV. Details of the Transaction are set out in Duckworth's press release of June 21, 2018, and its filing statement filed on SEDAR on October 31, 2018. Duckworth has applied to the TSXV for an extension to the January 30, 2019, deadline for completing the Transaction.
GoldSpot Enters into Mineral Interest Purchase Agreement
In addition, GoldSpot has entered into a strategic Mineral Interest Purchase Agreement (the 'Agreement') with a wholly-owned subsidiary of Triple Flag Mining Finance Bermuda Ltd. ('Triple Flag'), a company that focuses on financing and investing in the mining sector. In connection with the Agreement, Triple Flag will acquire 50% of certain Mineral Interests held or to be acquired by GoldSpot, and certain rights with respect to future Mineral Interests that are acquired by GoldSpot, for cash consideration of $100,000.
Pursuant to the terms of the agreement, Triple Flag will be granted:
- 50% of any mineral interests (i.e. streaming, royalty or similar agreement interest or a right or option associated with such an interest, each a 'Mineral Interest') currently held by or entered into by GoldSpot with any third party in the 60-day period following close of the Mineral Interest Purchase Agreement, as well as 50% of any future Mineral Interests entered into within 24 months with the same counterparties;
- a Right of First Refusal ('ROFR') to purchase a 50% interest in any Mineral Interest (excluding those Mineral interests for which 50% was granted as per above) that GoldSpot desires to transfer for 50% of the corresponding purchase price.
GoldSpot is in advanced discussions with several counterparties that are anticipated to be included as Mineral Interests transferred under the Agreement. The Agreement is subject to customary closing conditions and is anticipated to close in the near term once such conditions are satisfied.
Triple Flag also anticipates subscribing to GoldSpot's Offering in connection with the Transaction.
About GoldSpot Discoveries Inc.
GoldSpot is a private company continued pursuant to the Business Corporations Act (Ontario). GoldSpot is a technology company that leverages machine learning to reduce capital risk while working to increase efficiencies and success rates in resource exploration and investment. GoldSpot combines proprietary technology with traditional domain expertise, offering a front-to-back service solution to its partners. GoldSpot's solutions target big-data problems, making full use of historically unutilized data to better comprehend resource property potential. GoldSpot has developed a monetization strategy into multiple verticals of the mining and investment industry, including service offerings, staking and royalty acquisition, and the development of its own artificial-intelligence-driven trading platform.
GoldSpot is headquartered in Toronto, Ontario, with offices and operations in Montréal, Québec. For more information on GoldSpot, visit our website at www.goldspot.ca.
About Triple Flag
Triple Flag Mining Finance Bermuda Ltd. and Triple Flag Mining Finance Ltd. together constitute Triple Flag Mining. Triple Flag Mining primarily targets streaming and royalty investments in the mining sector with backing by funds advised by Elliott Management Corporation, an experienced global investment firm with approximately $34 billion of assets under management. Triple Flag Mining's focus is on being a leading sought-after long-term funding partner to mining companies throughout the commodity cycle. In less than 3 years, Triple Flag has committed over US$800 million to the mining sector, with a primary focus on precious metal streaming and royalty investments. For more information, visit http://www.tripleflagmining.com.
For further information please contact:
Denis Laviolette, President & CEO
GoldSpot Discoveries Inc.
Forward Looking Statements
This press release contains forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Duckworth or GoldSpot to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Examples of such statements include the intention to complete the Qualifying Transaction. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this press release. Such forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: satisfying conditions under the Amalgamation Agreement; satisfying the requirements of the TSXV with respect to the acquisition and the qualifying transaction; the TSXV granting an extension for the transaction deadline; consumer interest in Duckworth's services and products; competition; and anticipated and unanticipated costs. While Duckworth and GoldSpot anticipate that subsequent events and developments may cause their views to change, Duckworth and GoldSpot specifically disclaims any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing Duckworth or GoldSpot's views as of any date subsequent to the date of this press release. Although Duckworth has 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 not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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. The factors identified above are not intended to represent a complete list of the factors that could affect Duckworth or GoldSpot. Additional factors are noted under 'Risk Factors' in Duckworth's initial public offering prospectus dated July 28, 2017, a copy of which may be obtained on the SEDAR website at www.sedar.com.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 press release.
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