/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR DISSEMINATION
IN THE UNITED STATES/
VANCOUVER, BC, Aug. 10, 2020 /CNW/ - Tilting Capital Corp.
("TLL" or the "Corporation") (NEX: TLL.H) is pleased
to announce that, further to its news release dated May 26, 2020 (the "Initial NR"), it has
entered into a definitive amalgamation agreement, effective
August 10, 2020 (the "Definitive
Agreement") with Gold Line Resources Ltd. ("GLR")
and 1257120 B.C. Ltd. ("Tilting
Subco"), a wholly-owned subsidiary of the Company, pursuant to
which the Company will acquire all of the issued and outstanding
common shares in the capital of GLR. The Definitive Agreement
replaces the letter of intent between the Company and GLR with
respect to the Transaction, which was announced in the Company's
Initial NR.
Background on Gold Line Resources Ltd. and the Långtjärn
Property
GLR is a private Canadian company 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
with one project in the Skellefteå Belt of North Central Sweden and
four projects 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 acquired the properties in
April 2019 from Eurasian Minerals
Sweden AB ("EMSAB") and Viad Royalties AB, both
wholly-owned Swedish subsidiaries of EMX Royalty Corporation
("EMX"). GLR currently anticipates conducting exploration
work on the Långtjärn Property.
The Långtjärn Property comprises two contiguous granted
exploration permits (Storjuktan nr 101 and Storjuktan nr 105)
located in the Sorsele Municipality of Västerbotten County in the
Kingdom of Sweden (Sweden) in the traditional province of Lapland
approximately 830km north of the Swedish capital city of
Stockholm. The combined total area
of the property is 5,147.5ha.
The Skellefte District and adjacent areas in northern
Sweden is one of the most
prominent gold and base-metal districts in the Fennoscandian Shield
with c. 150 known precious and base-metal prospects and deposits.
The Långtjärn property is located in the north-western part of the
Skellefteå district lying at the northern extent of a
north-northwest (NNW) trending corridor dubbed the "Gold Line" that
is host to at least 14 gold prospects ranging from early-stage
exploration occurrences to closed historic mines. Two mines within
the Gold Line have been in production; Blaiken (closed in 2007) and
Svartliden (closed in 2015) with the Fäboliden and Barsele gold
deposits currently at an advanced exploration to pre-production
stage.
Since acquiring the Långtjärn property in 2017, GLR and
in-country partner EMSAB have completed a partial ground magnetic
survey, rock-grab sampling, C-horizon soil sampling, BLEG sampling,
Ionic Leach™ sampling and assaying of historic Swedish Geological
Survey (SGU) boulder samples. The high resolution ground magnetic
data identified a strong magnetic anomaly not easily explained by
lithology which has been interpreted as a prominent shear zone that
may be spatially related to the alteration and mineralisation found
at Långtjärn South and continues south of the historic resource
area for several kilometres. The survey resolution was also of a
high enough quality to differentiate between different granitoid
intrusions, which will aid in future targeting.
As the main area of known mineralisation has been relatively
well tested with historic drilling (Långtjärn South) down to
120m depth, the most significant
upside potential for the property to host significant gold
mineralisation is along strike or at depth. The property hosts ~7km
of prospective strike length of which only a fraction has been
drill tested previously and potential exists for similar gold
mineralisation to that which has already been delineated, to exist
elsewhere within the Långtjärn property. Exploring for extensions
to the existing zones and new zones should be a priority of any
future work on the property.
The Långtjärn property is a typical Swedish, under-explored,
greenfields gold property that displays good potential for
additional gold and possible base metal mineralisation. It is
anticipated that the next phase of exploration at the Långtjärn
property should include the following: (1) expanding the magnetic
survey (utilizing drone technology) north to cover the Långtjärn
and Dobblonbäcken prospects; (2) completion of a modern induced
polarization (IP) survey over the known areas of gold
mineralization; (3) re-logging and check sampling the historic
drillcore; (4) completion of petrographical analysis on a selection
of representative samples from across the property to aid in
geological interpretation and model development; (5) completion of
additional Ionic Leach™ sampling over the Dobblonbäcken prospect
and to infill the area across prospects in the south of the
property; (6) completion of detailed geological and structural
mapping in the Dobblonbäcken area where the gold mineralisation is
known to outcrop; and drill testing the open positions at Långtjärn
South and Dobblonbäcken. Should the next phase of exploration at
Långtjärn produce encouraging results, a second round of diamond
drilling and regional bottom-till (BOT) drilling should be
implemented in addition to a second geophysics survey and more
Ionic Leach™ sampling. The proposed budget for the next phase of
exploration at Långtjärn is $864,650.
Selected Financial Information of Gold Line Resources
Ltd.
The following selected financial information is taken from the
audited financial statements of GLR as at and for the year ended
December 31, 2019 and the unaudited
financial statements of GLR as at and for the interim period ended
March 31, 2020:
Selected Financial
Information
|
As of and for the
three months
ended 31-Mar-20
($)
(Unaudited)
|
As of and for the
year ended
31-Dec-19
($)
(Unaudited)
|
Revenue
|
Nil
|
Nil
|
Comprehensive
loss
|
(43,551)
|
(81,733)
|
Total
assets
|
1,094,487
|
1,004,908
|
Total
liabilities
|
208,916
|
75,786
|
Shareholder's
equity
|
885,571
|
929,122
|
Transaction Structure
In accordance with the terms of the Definitive Agreement, the
Transaction will be effected by way of a "three-cornered"
amalgamation (the "Amalgamation"), in which: (a) Tilting
Subco will amalgamate with GLR to form an amalgamated company
("Amalco"); (b) all issued and outstanding shares of GLR
will be exchanged for common shares of the Company on a 1:1 basis;
and (c) Amalco will become a wholly-owned subsidiary of the
Company. Upon completion of the Transaction, the Company (after
completion of the Transaction, the "Resulting Issuer") will
change its name to "Gold Line Resources Ltd." and will carry on the
business carried on by GLR.
Pursuant to the Transaction, TLL will acquire 100% of the issued
and outstanding shares of the GLR at a ratio of one TLL common
share (each, a "TLL Share") for every one GLR common
share (each, a "GLR Share"). Upon closing of the
Transaction, it is expected that TLL will issue approximately
35,415,210 TLL shares to shareholders of GLR, and 1,800,000
outstanding options of GLR will be exchanged or replaced with
equivalent securities of TLL. In connection with closing, TLL will
issue 4,391,084 TLL Shares to EMX, GLR's largest shareholder, in
accordance with the terms of an agreement between and GLR relating
to the Långtjärn Property. As disclosed in the Company's Initial
NR, a finder's fee of 1,800,000 TLL Shares and an administration
fee of 340,000 TLL Shares will also be payable in connection with
closing of the Transaction.
The completion of the Transaction is subject to requisite
regulatory approval, including the approval of the TSX Venture
Exchange (the "TSXV"), and a number of additional conditions
precedent, including (i) completion of the Financing (as defined
below); (ii) receipt of the requisite approval of GLR shareholders
of the Amalgamation; (iii) approval by the directors of TLL and
GLR; and (iv) filing of the technical report in respect of the
Långtjärn Property that is compliant with NI 43-101. There can be
no assurance that the Transaction will be completed on the terms
proposed in the Definitive Agreement or at all.
Further details regarding the Transaction are disclosed in the
Company's Initial NR.
Private Placement Financing
Prior to the completion of the Transaction, TLL is expected to
complete a private placement of approximately of 24,000,000
subscription receipts ("Subscription Receipts") at a price
of $0.25 per Subscription Receipt for
aggregate gross proceeds to TLL of approximately $6,000,000 (the "Financing"). The
Subscription Receipts will be issued pursuant to subscription
agreements entered into by the Company and each of the subscribers.
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
upon satisfaction of all conditions precedent to the
Transaction other than the Transaction having been completed and
made effective and the Subscription Receipt proceeds having been
released (collectively, the "Conditions") on or before
December 31, 2020 (the
"Deadline"), into one unit of the Company. Each unit will be
comprised of one TLL Share and 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. If the Conditions are not satisfied on or prior to
the Deadline, the Subscription Receipts will be cancelled and the
aggregate subscription price paid by each of the subscribers will
be returned to each of the subscribers. The Financing is expected
to close on or before the Deadline, subject to, among other things,
TSXV approval.
In connection with the Financing, the Company may pay a cash
commission or finder's fee equal to 6% of the gross proceeds from
the Financing to certain parties designated by the Company, and may
also issue to such parties non-transferable warrants to purchase
such number of TLL Shares as are equal to 6% of the number of
Subscription Receipts issued pursuant to the Financing. It is
intended that the net proceeds from the Financing will be used to
fund operations of the Resulting Issuer and for general working
capital purposes.
Proposed Management and Directors
Upon completion of the Transaction, it is anticipated that the
board of the Resulting Issuer will be comprised of Henrik Lundin (who will also be appointed as
Chairman), Adam Cegielski (who will
also be appointed as CEO), Dr. Eric
Jensen, Joel Shacker and
Simon Studer. Szascha Lim is
expected to be appointed as CFO and Corporate Secretary.
Stock Option Grant
Concurrent with the closing of the Transaction, the Company
intends to grant 5,500,000 stock options to directors, officers,
employees and consultants of the Company pursuant to the Company's
stock option plan. The stock options will have an exercise price of
$0.25 per option, expire 10 years
from date of grant and vest according to their terms, subject to
TSXV approval.
Qualified Person
Michael Dufresne, M.Sc., P.Geol.,
P.Geo. of APEX Geoscience Ltd., a consultant to the Company and a
Qualified Person as defined by National Instrument 43-101, has
reviewed and approved the scientific and technical contents of this
news release.
Filing Statement
In connection with the Transaction and pursuant to the
requirements of the TSXV, TLL will file a filing statement on its
issuer profile on SEDAR at www.sedar.com, which will contain
details regarding the Transaction, the Financing and GLR.
Trading Halt
Trading in the common shares of TLL is currently halted in
compliance with the policies of the TSXV. TLL anticipates that
trading will remain halted pending the review of the Transaction by
the TSXV.
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.
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 Tilting Capital Corp. should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the
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 news 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, the terms of the Financing and the composition
of the board of directors of the Resulting Issuer upon completion
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: TLL's ability to
complete the Transaction; the expected timing and terms of the
Transaction and the Financing; 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
and potentially negative capital raising conditions resulting from
the continued COVID-19 pandemic and risks relating to the extent
and duration of such pandemic and its impact on global markets;
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 forward-looking statements contained in this news release
are made as of the date of this news 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.