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VANCOUVER, BC, Oct. 26, 2020 /CNW/ - Tilting Capital Corp. ("TLL" or the "Company") (NEX: TLL.H) is pleased to announce that it has filed a filing statement dated October 23, 2020 (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") for the acquisition of Gold Line Resources Ltd. ("GLR").
Summary of the Transaction
On August 10, 2020, the Company entered into a definitive amalgamation agreement (the "Amalgamation Agreement") with GLR and 1257120 B.C. Ltd., a wholly-owned subsidiary of the Company ("Tilting SubCo"), pursuant to which Tilting SubCo will amalgamate with GLR, shareholders of GLR will exchange their shares of GLR for shares of TLL on a one-for-one basis, and GLR will become a wholly-owned subsidiary of TLL (the "Transaction"). Upon completion of the Transaction, the Company will change its name to "Gold Line Resources Ltd." and will carry on the business previously carried on by GLR.
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 October 28, 2020.
Additional information concerning the Transaction, GLR, TLL and the resulting issuer is provided in the Company's news releases dated May 26, 2020 and August 10, 2020, and the Filing Statement, all of which are available under TLL's SEDAR profile at www.sedar.com.
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.
In connection with the Transaction, TLL completed a non–brokered private placement ("Private Placement") of subscription receipts ("Subscription Receipts") at a price of $0.25 per Subscription Receipt. The Company raised gross proceeds of $6,003,250 from the sale of 24,013,000 Subscription Receipts pursuant to the Private Placement.
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 $0.40 per TLL Share, subject to acceleration. In consideration for introducing certain subscribers to the Private Placement, the Company agreed to issue 380,400 non-transferable broker warrants, each entitling the holder thereof to acquire one TLL Share at an exercise price of $0.25, and pay cash finder's fees totalling $95,100 to certain finders.
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 December 13, 2020.
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 Gold Line Resources Ltd.
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 Sweden: one project is in the Skellefteå Belt of North Central Sweden and four projects, including the Långtjärn Property, are located within the Gold Line Mineral Belt of North Central Sweden. The projects are located on a 200 kilometer [km] Proterozoic greenstone-sedimentary belt that is host to multiple gold showings and deposits.
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, Northern Sweden" dated effective June 30, 2020 (the "Technical Report"), prepared in accordance with NI 43-101 – Standards of Disclosure for Mineral Projects and the policies of the TSXV, which is available under the Company's SEDAR profile.
About Tilting Capital Corp.
TLL is incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. TLL is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta. For further information please contact:
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 the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
SOURCE Tilting Capital Corp.
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