The securities which may be offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to
The Tres Oros Property, located 47 km SE of
"This is an exciting moment for
The LOI provides for a business combination of
The LOI also contemplates other material conditions precedent to be fulfilled prior to the closing of the Proposed Transaction (the "Closing"), including, the completion of a financing to raise sufficient gross proceeds for the Resulting Issuer to meet listing requirement at a minimum price of
It is anticipated that the completion of the Proposed Transaction will involve, among other things, the following steps, but the parties may agree to adopt a different form or steps, if the parties agree that such form would better satisfy their objective (including, but not limited to, the tax efficiency to the parties):
- Consolidation of
QNB Metals shares on a 2 old for 1 new basis (the "Consolidation"); - Completion of the Financing;
QNB Metals will pay$38,625,210 through the issuance of 96,563,025 common share post Consolidation (the "Payment Shares") and 17,982,803 common share purchase warrants to the Analog Security Holders, or Analog, on a pro rata basis;- Preparation and filing of a disclosure document outlining the definitive terms of the transaction in accordance with the policies of the exchange;
- Receipt of all director, shareholder and requisite regulatory approvals relating to the Proposed Transaction and the Financing, including, without limitation, the approval of the exchange;
- Each of
QNB Metals and Analog shall have executed, delivered and performed all covenants on its part to be performed under the Definitve Agreement, and all representations and warranties of each party contained in the definitive agreement shall be true and correct at the time of Closing; - Execution of satisfactory employment or consulting agreement with the principals of Analog; and
QNB Metals will change its name toAnalog Gold Corp. or such other similar name as the parties may agree to.
Certain Resulting Issuer securities issuable under the Proposed Transaction may be subject to the escrow requirements of the exchange and hold periods as required by applicable securities laws.
Upon closing of the Proposed Transaction, all of the Corporation's current directors and officers will resign; the board of directors of the Resulting Issuer will consist of five directors, including
More details of insiders and proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.
Trading in the
Further details concerning the Proposed Transaction and other matters will be announced if and when a Definitive Agreement is executed.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange 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
The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Analog Gold is a mining investment company that combines proven, responsible, and sustainable mining practices with leading technology to increase shareholder value, transparency, and access to the commodities sector. Analog Gold focuses on the high value growth stage of precious metals projects: the transition from exploration to production.
This news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: execution of a Definitive Agreement, any potential Financing and the successful closing of the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Corporation's statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Corporation's control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Proposed Transaction, including: that the Corporation's assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and gaming; the inability to obtain, or maintain, gaming license(s); and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Corporation, including its results and financial condition. Except as required by securities law, the Corporation does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.
Neither
"Stéphane Leblanc"
President and CEO
SOURCE
© Canada Newswire, source