Snowy Owl proposes to acquire all of the issued and outstanding securities of Boba by way of a three-cornered amalgamation (the 'Proposed Transaction'). The Proposed Transaction is an arm's length transaction.
Update on the Proposed Transaction
Upon completion of the Proposed Transaction, Boba will be a wholly-owned direct subsidiary of the Company (the 'Resulting Issuer'). It is anticipated that the Resulting Issuer will be listed on the Canadian Securities Exchange (CSE) and will carry on the business of Boba.
The Company has called an annual general and special meeting of shareholders to approve the Proposed Transaction on
Boba is a corporation existing under the laws of
Consideration for the Proposed Transaction will be satisfied through the issuance to the shareholders of Boba of an aggregate of 167,437,001 common shares of the Company at a deemed issue price of
Since the Proposed Transaction will be a change of business under the rules of the CSE, effective on the closing date, the Company will amend its articles of incorporation to change its corporate name to 'Boba Mint Holdings Ltd.', or such other name that is acceptable to the board of the Resulting Issuer, subject to the approval of the CSE and the shareholders of the Company.
It is expected that, subject to and upon closing of the Proposed Transaction, each of the current officers of the Company will step down from their respective positions and leadership of the Resulting Issuer will transition to a new management team, which will be led by
In addition, it is expected that Messrs.
Concurrent Financing
Concurrent with the Proposed Transaction, the Company will use it reasonable efforts to effect a non-brokered private placement of up to 20,000,000 subscription receipts (the 'Subscription Receipts'), at a price of
The Company may pay finder's fees to registered dealers that assist with the Offering, including
Pursuant to and in accordance with the subscription receipt agreement (the 'Subscription Receipt Agreement') and subject to the exceptions described therein, each Subscription Receipt shall entitle the holder thereof to receive, upon automatic exchange in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further act or formality on the part of the holder thereof, one common share in the capital of the Company (each, an 'Underlying Share') and one common share purchase warrant of the Company (each, an 'Underlying Warrant') upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions, namely: (a) the consummation of the Proposed Transaction and (b) the common shares of the Resulting Issuer being conditionally approved for listing on the CSE and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the gross proceeds from the Offering. Each Underlying Warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of
In the event that: (i) the escrow agent does not receive the release notice by the 120th day following the closing date of the Offering (the 'Termination Date'), or (ii) if prior to the Termination Date, the Company advises the subscribers or announces to the public that it does not intend to satisfy the escrow release conditions under the Subscription Receipt Agreement, the escrow agent will return to each holder of Subscription Receipts an amount equal to their aggregate subscription price plus a pro rata portion of any interest and other income earned on the escrowed proceeds, if any, less applicable withholding taxes, if any, and the corresponding Subscription Receipts will be null and void and of no further effect.
Transaction Conditions
The Resulting Issuer will pay an advisory fee ('Fee') to
The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the approval of the CSE and other applicable regulatory authorities, and the approvals of the shareholders of Snowy Owl and Boba at the respective shareholder meetings.
If completed, the Proposed Transaction will constitute a 'fundamental change' pursuant to the policies of the CSE. The Proposed Transaction cannot close until the required approvals are obtained and the outstanding conditions satisfied. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
The Company and Boba will also be filing a Form 2A Listing Statement with the CSE in connection with the proposed Transaction. If approved, the listing statement will be filed under Snowy Owl's issuer profile at www.sedar.com and under the Company's listing profile page on the CSE website.
Information Concerning Boba
Boba is a privately held technology company focused on the development and monetization of Web 3.0 products. Boba specializes in the development, sale, and integration of ERC20, ERC1155 and ERC721 Tokens into the gaming sector. In addition to Web3 technologies, Boba has developed solutions for integrating artificial intelligence into mobile games to enhance the user experience. In light of recent trends to reduce costs, Boba has expanded its offerings to include bridging tokens to polygon and to layer 2 protocols such as Immutable X. Although these web3.0 solutions have been built for its internal products, infrastructure is in place to provide these solutions to other interested parties in the future and integrate said products into their front-end web2.0 sites. Boba's registered office is in
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Investors are cautioned that, except as disclosed in the disclosure documents 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 is currently halted and is expected to remain halted until the closing of the Proposed Transaction or its termination.
The CSE has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
About
Contact:
Tel: +1 (877)797-6699
Email: info@snowyowlgold.com
Forward-Looking Statements
This news release contains statements that constitute 'forward-looking statements'. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause
Although
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with general economic conditions; the Covid-19 pandemic; adverse industry events; future legislative and regulatory developments in the mining sector; the Company's ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in
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