Halifax, Nova Scotia--(Newsfile Corp. - February 1, 2019) - Duckworth Capital Corp. (TSXV: DUKE.P) ("Duckworth"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), is pleased to announce that in connection with its transaction with GoldSpot Discoveries Inc. ("GoldSpot"), GoldSpot has completed the previously announced private placement (the "Offering") through Canaccord Genuity Corp. and Haywood Securities Inc. (together, the "Agents").
Pursuant to the terms of an agency agreement (the "Agency Agreement") among Duckworth, GoldSpot and the Agents dated January 30, 2019, GoldSpot issued an aggregate of 456,906 Subscription Receipts at a price of $16.55 per Subscription Receipt for gross proceeds of $7,561,794. This is an increase from the maximum of $7,500,013 previously disclosed.
The gross proceeds of the Offering, less certain expenses of the Agents and other commissions (the "Escrowed Proceeds"), will be held in escrow on behalf of the subscribers of the Subscription Receipts by Computershare Trust Company of Canada (the "Escrow Agent"), pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated January 30, 2019, between Duckworth, GoldSpot, the Agents and the Escrow Agent. 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 set out in the Subscription Receipt Agreement, subject to adjustment in certain events.
The GoldSpot Shares to be issued upon conversion of the Subscription Receipts will be exchanged for common share of Duckworth pursuant to the terms of an amalgamation agreement (the "Amalgamation Agreement") between GoldSpot, Duckworth and 2639781 Ontario Inc., a wholly-owned subsidiary of Duckworth. Under the terms of the Amalgamation Agreement, Duckworth will acquire all of the issued and outstanding GoldSpot Shares in exchange for common shares (each, a "Duckworth Share") in the capital of Duckworth on the basis of 82.73481801 Duckworth Shares (before the proposed 1 for 2 consolidation) for each GoldSpot Share (the "Transaction"). As previously announced by Duckworth, the Transaction is intended to constitute Duckworth's "qualifying transaction" pursuant to the policies of the TSX Venture Exchange. 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 30, 2018.
As consideration for the services provided by the Agents and certain other persons in connection with the Offering: (a) the Agents and certain other finders will receive CDN$524,944 cash commissions; and (b) the Agents will receive 31,719 compensation options (the "Compensation Options") upon the closing of the Transaction. Each Compensation Option shall be exercisable into one GoldSpot Share at an exercise price of CDN$16.55 per GoldSpot Share at any time until the date which is twelve (12) months after the escrow release conditions are satisfied. Each holder of a Compensation Option will, upon completion of the Transaction resulting in Duckworth acquiring GoldSpot (the "Resulting Issuer"), receive replacement compensation entitling the holder to acquire one share (each, a "Resulting Issuer Share") of the Resulting Issuer at an exercise price of $0.20 per Resulting Issuer Share (before the proposed 1 for 2 consolidation).
The Subscription Receipts issued pursuant to the Offering will be subject to a regulatory four month hold period. The Resulting Issuer Shares issued in connection with the Transaction will not be subject to resale restrictions, however, certain of the Resulting Issuer Shares held by principals of the Resulting Issuer will be subject to the escrow requirements of the TSXV.
In addition, on January 28, 2019, GoldSpot announced that it has entered into a strategic Mineral Interest Purchase Agreement with a wholly-owned subsidiary of Triple Flag Mining Finance Bermuda Ltd. ("Triple Flag") under which Triple Flag will pay to GoldSpot $100,000 to acquire (a) 50% of any mineral interests (i.e. streaming, royalty or similar agreement interest or a right or option associated with such an interest) currently held by or entered into by GoldSpot in the 60-day period following close of the agreement, as well as 50% of any future mineral interests entered into within 24 months with the same counterparties, and (b) a right of first refusal to purchase a 50% interest in any other mineral interest that GoldSpot desires to transfer for 50% of the corresponding purchase price. Triple Flag also separately participated in the Offering.
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.
About Duckworth Capital Corp.
Duckworth is a Capital Pool Company listed on the TSX Venture Exchange. Its principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction. Duckworth has not commenced commercial operations and has no assets other than cash.
For further information please contact:
Carl Sheppard, President
Duckworth Capital Corp.
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 and the Agreement. 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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