/NOT FOR DISTRIBUTION TO
Summary of the Transaction
On
The TSX-V has provided conditional approval for the Transaction, the proposed name change, and the Private Placement (as defined below). The Transaction is expected to close on or about
Additional information concerning the Transaction, GLR, TLL and the resulting issuer is provided in the Company's news releases dated
In accordance with the policies of the TSX-V, TLL's common shares are currently halted from trading and are expected to remain so until completion of the Transaction.
Private Placement
In connection with the Transaction, TLL completed a non–brokered private placement ("Private Placement") of subscription receipts ("Subscription Receipts") at a price of
Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, immediately prior to completion of the Transaction (as defined below), into one unit of the Company. Each unit will be comprised of one common share of the Company (each, a "TLL Share") and one non-transferable common share warrant to purchase, for a period of 24 months from the date of issue, one additional TLL Share at an exercise price of
All Subscription Receipts issued pursuant to the Private Placement are subject to a statutory hold period of four months plus one day from the date of closing, in accordance with applicable Canadian securities legislation, expiring on
Directors and officers of the Company purchased an aggregate of 40,000 Subscription Receipts under the Private Placement constituting, to that extent, a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61–101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Private Placement by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement, which the Company deemed reasonable in the circumstances so that it could close the Private Placement as soon as practicable for sound business reasons.
About
GLR is focused on acquiring gold projects with exceptional exploration potential in the most prolific gold-producing regions of Sweden. GLR is working in one of the world's top mining jurisdictions and emerging exploration frontiers due to its strong mineral endowment, stable tenure, straightforward permitting, favorable tax regime and supportive geopolitical landscape.
GLR currently holds a prospective portfolio of five gold exploration projects in
GLR intends to undertake significant exploration work on the Långtjärn Property, as recommended by the authors of the Technical Report (as defined below). For further information on the Långtjärn Property and the recommended exploration program, readers are referred to the technical report titled "Technical Report for the Långtjärn Property,
About
TLL is incorporated under the provisions of the Business Corporations Act (
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 TLL should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Transaction. Although TLL believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. TLL cautions investors that any forward-looking information provided by TLL is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: TSXV approval of the Private Placement and the Transaction; TLL's ability to complete the Transaction; the expected timing and terms of the Transaction; the state of the financial markets for TLL's securities; the state of the natural resources sector in the event the Transaction is completed; recent market volatility; the COVID-19 pandemic; TLL's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that TLL is unaware of at this time. The reader is referred to the Filing Statement for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through TLL's issuer page on SEDAR at www.sedar.com.
The forward-looking statements contained in this press release are made as of the date of this press release. TLL disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within
This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
SOURCE
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