Upon the Arrangement becoming effective, Fabled Copper will cease to be a wholly-owned subsidiary of the Company. The Company also intends to seek a listing of the Fabled Copper common shares on the Canadian Securities Exchange, but no assurance can be provided that such a listing will be obtained. Any such listing will be subject to Fabled Copper fulfilling all of the requirements of the Canadian Securities Exchange.
The purpose of the Arrangement is to reorganize Fabled into two separate companies: (a) Fabled, a publicly listed silver-gold company with the objective of exploring and ultimately developing the
The Arrangement requires the approval of the Company's shareholders, approval from stock exchanges and regulatory authorities and approval of the
After careful consideration, the Board of Directors has unanimously determined that the Arrangement is in the best interests of the Company. A description of the various factors considered by the Board of Directors in arriving at this determination will be provided in the management information circular prepared for the Company's annual general and special meeting (the 'Meeting') scheduled for
The Company intends to apply to the
The securities to be issued under the Arrangement have not been and will not be registered under the
Meeting Details
The Meeting is scheduled to be held on
Only Shareholders of record at the close of business on
The Board approved the Arrangement, concluding that it is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favor of the Arrangement at the Meeting. In reaching this conclusion, the Board considered, among other things, the benefits to the Company and its Shareholders, as well as the financial position, opportunities and outlook for the future potential and operating performance of the Company and Fabled Copper, respectively.
Final Order
The Arrangement is subject to receipt of the Final Order of the Court, which the Company will seek after the Meeting if it receives the requisite Shareholder approval for the Arrangement. The hearing in respect of the Final Order is currently scheduled to take place on
Fabled Copper Management
The board of directors of Fabled Copper will initially comprise of
Fabled Copper Private Placement
In connection with the Arrangement, Fabled Copper completed a brokered private placement onAugust 19, 2021 , for gross proceeds of$6.9 million at a price of$0.05 per conventional unit subscription receipt and$0.06 per flow-through unit subscription receipt. The net proceeds have been placed in escrow (the 'Escrowed Proceeds') with an escrow agent, and will be released to Fabled Copper (together with the interest thereon) upon satisfaction of certain escrow release conditions (the 'Escrow Release Conditions') and the escrow agent receiving a certificate from Fabled Copper, the Company and the Agent prior to the Termination Time to the effect that: i. all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Spin-Out Transaction have been satisfied or waived in accordance with the terms of the plan of arrangement (any such waiver to be consented to by the Agent in writing, acting reasonably); ii. Fabled Copper obtaining conditional approval from a recognizedCanadian stock exchange , (the 'Exchange') for the Common Shares to be listed and posted for trading; iii. Fabled Copper having qualified a prospectus to qualify the distribution of (i) its Common Shares to be issued under the Spin-Out Transaction and (ii) the Common Shares and Warrant Shares comprising the Conventional Units and FT Units; iv. there have been no material amendments of the terms and conditions of the Spin-Out Transaction which have not been approved by the Agent; v. receipt by the Company or Fabled Copper, as applicable, of all necessary regulatory, shareholder, and other approvals regarding the Offering and the Spin-Out Transaction and vi. such other documents as the Agent may request for a transaction of this nature in a form satisfactory to the Agent.
About
The Company is focused on acquiring, exploring and operating properties that yield near-term metal production. The Company has an experienced management team with multiple years of involvement in mining and exploration in
The Company has entered into an agreement with
About
Fabled Copper is a wholly owned subsidiary of the Company whose primary interest is in exploring the Muskwa copper property located in
Contact:
Mr.
Tel: (819) 316-0919
Email: peter@fabledfco.com
Cautionary Statement Regarding Forward Looking Information:
Certain statements contained in this news release constitute 'forward-looking information' as such term is used in applicable Canadian securities laws. Forward-looking statements include, but are not limited to, the Company's expectation about the Arrangement, the Meeting, the Interim Order and Final Order hearing of the Court, the anticipated benefits of the Arrangement, statements regarding the future plans and objectives of
Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: impacts from the coronavirus or other epidemics, general economic conditions in
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