Upon completion of the Proposed Transaction, Boba will either be a wholly-owned direct subsidiary of the Company or will have merged with the Company, with the Company being the surviving entity (in both scenarios, 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.
Summary of the Proposed Transaction
Boba is a corporation existing under the laws of
Consideration for the Proposed Transaction is expected to be satisfied through the issuance to the shareholders of Boba of an aggregate of 163,787,000 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
In addition, effective on or before the closing date, and subject to the approval of its shareholders and the CSE, the Company intends to dispose of: (i) its 161 mineral claims covering an estimated 8,887 hectares located in south-western
The Company has also agreed to lend Boba an aggregate amount of
The final terms of the Proposed Transaction will be set out in the definitive agreement ('Definitive Agreement'). The Definitive Agreement will contain, subject to the results of due diligence, representations and warranties for the benefit of each of the Company and Boba, conditions relating to shareholder and regulatory approvals, material adverse changes and compliance with the Definitive Agreement as are in each case customary in comparable transactions of this nature.
The Resulting Issuer will pay an advisory fee ('Fee') to
The Company and Boba will use commercially reasonable efforts to arrange an equity financing on or before the closing of the Proposed Transaction, for minimum gross proceeds of
The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into the Definitive Agreement prior to
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.
Further details concerning the Proposed Transaction (including additional financial and shareholder information regarding Boba) and other matters will be announced when a Definitive Agreement is reached.
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 ERC1155 and ERC721 Non-Fungible Tokens ('NFTs') into sectors ranging from gaming to art. In addition to NFTs, Boba has developed solutions for the development and implementation of ERC20 tokens on Ethereum. In light of recent trends to reduce costs, Boba has expanded its offerings to include bridging tokens to polygon and bridging NFTs 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 should be considered highly speculative.
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
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Phone: +1 (877)797-6699
Email: info@snowyowlgold.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the CSE policies) accepts responsibility for this release's adequacy or accuracy.
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
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. In particular, the completion of the Proposed Transaction with Boba is subject to the satisfaction of certain conditions and uncertainties (including those noted above) and the Company can offer no assurance that the Proposed Transaction will be completed on the terms, conditions and timelines anticipated by the Company or at all. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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