(via TheNewswire)
The Proposed Transaction will, pursuant to the policies of the Exchange, constitute a 'reverse takeover' of the Company. The corporation resulting from the Proposed Transaction (the "Resulting Issuer") will carry on the business of Emerging as currently constituted and be listed for trading on the Exchange as a Tier 2 mining issuer and the
Pursuant to the terms of the LOI, it is intended that DIA and Emerging will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement, or other similar form of transaction. The final structure of the business combination is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed to and superseded by a definitive agreement (the "Definitive Agreement") between DIA and Emerging with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature.
Overview of Emerging
Emerging is a private corporation incorporated under the ABCA carrying on business as a mineral exploration company focused on the acquisition, exploration, and development of mineral properties in
Emerging has an 80% interest in aportfolio of gold-silver deposits having a combined 43-101-compliant M&I attributable Au resources of 2.37 M ounces of Au and 15.82 million ounces Ag consisting of three polymetallic gold-silver deposits in
* See Endnote on resource estimate and reference to technical reports
Capitalization of DIA
Eachissued and outstanding common share the capital of DIA (the "Margaret Common Shares") at the time of closing, will be exchanged into one common share of the resulting issuer (each a "Newco Common Share") on a 1:1 basis, such that all of the issued and outstanding Margaret Common Shares will be exchanged for4,741,230Newco Common Shares and the outstanding warrants to purchase Margaret Common Shares (the "MargaretWarrants")shall each be exchanged for one replacement warrant("Newco Warrant"),exercisable on a 1:1 basis so that all of the issued and outstanding
Capitalization of Emerging
Eachissued and outstanding common shares in the capital of Emerging (each an "Emerging Share") at the time of closing will be exchanged into one Newco Common Share on a 1:1 basis and the outstanding warrants to purchase Emerging Shares (the "Emerging Warrants")shall each be exchanged for one Newco Warrant,exercisable on a 1:1 basis so that all of the issued and outstanding Emerging Shares will be exchanged for59,800,000 Newco CommonShares,each outstanding Emerging Warrantwill be exchanged for600,000 Newco Warrants.
Additionally, eachissued and outstandingcommonshare and warrant issued pursuant to the Proposed Private Placementshall beexchanged into one Newco Common Share and one Newco Warrant on a 1:1 basis.
Terms of the Proposed Transaction
The LOI serves as an agreement in principle concerning a business combination between DIA and Emerging that will result in a reverse takeover of DIA. The Proposed Transaction will take the form of a business combination between DIA and Emerging whereby the
Pursuant to the rules of the TSXV, a halt in trading is expected to continue until the completion of the Proposed Transaction. Sponsorship pursuant torulesof the TSXV may be required and Margaret may apply for a waiver. Margaret has not yet engaged a sponsor.
The completion of the Proposed Transaction is also subject to several other conditions set out in the LOI, including approval by the directors of theCompanyand Emerging, satisfactory completion of due diligence, applicable regulatory approvals, and applicable shareholder approvals. A more comprehensive news release will be issued by DIA disclosing details of the Proposed Transaction, including financial information respecting Emerging, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:
i.satisfactory completion of due diligence; and
ii.execution of the Definitive Agreement.
The Exchange may require some or all of the Newco Common Shares issued to the holders of the Emerging Shares to be held in escrow pursuant to the requirements of the Exchange. The Proposed Transaction is subject to, satisfactory completion of due diligence, the execution of a Definitive Agreement, among other details, final approval of the Exchange and standard closing conditions.
Proposed Private Placement
Pursuant to the LOI, the parties have agreed to use their "commercially reasonable efforts" to cause Emerging to complete the Proposed Private Placement at a price per Unit of
Each Unit is expected to have a subscription price of
On behalf of the Board
"Yari Nieken"
President, Chief Executive Officer, Chairman
Tel: 604.328.0425 | Email: ynieken@gmail.com
Disclaimer for Forward-Looking Information
Statements in this press release regarding DIA's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, execution of a binding Definitive Agreement relating to the Proposed Transaction, Exchange acceptance and where applicable, shareholder and regulatory approvals. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 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 a DIA should be considered highly speculative.
The
Qualified Person Statement
The technical information in this news release related to the
Trading in the listed securities of DIA will remain halted pursuant to Policy 5.2 Section 2.5 of the Exchange.
Mineral Resource
1.Azatek
Based on technical report titled “NI 43-101 Technical Report, Azatek Deposit, Armenia” with an effective date of
January 15, 2023 ,Ricardo A. Valls ,M. Sc .,P.Geo ., Valls Geoconsultant,Toronto, Ontario
2.Voskedzor
Based on technical report titled “Updated Technical Report, Geghi Ore Belt, Kapan, Armenia” with an effective date of
January 15, 2023 ,Ricardo A. Valls ,M. Sc .,P.Geo ., Valls Geoconsultant,Toronto, Ontario
3.Archut
Based on technical report titled “Update of the Technical Report of the
Lernajur Project and the Archut Target, Lori, Armenia” with an effective date ofJanuary 15, 2023 ,Ricardo A. Valls ,M. Sc .,P.Geo ., Valls Geoconsultant,Toronto, Ontario --
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves. The estimate of mineral resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
The above global resource estimate table is provided for informational purposes only and is not intended to represent the viability of any project on a standalone or global basis. The exploration and development of each project, project geology and the assumptions and other factors underlying each estimate, are not uniform and will vary from project to project. Please refer to the technical report for each respective project, as referenced herein, for detailed information respecting each individual project.
All quantities are rounded to the appropriate number of significant figures; consequently, sums may not add up due to rounding.
Copyright (c) 2023 TheNewswire - All rights reserved.
Copyright (c) 2023 TheNewswire - All rights reserved., source