Melior Resources Inc. (TSXV: “
MLR”)
(“
Melior” or the “
Company”)
provides the following update on the reverse take-over transaction
(the “
Transaction”) with Ranchero Gold Corp.
(“
Ranchero”) pursuant to which Melior will acquire
all of the issued and outstanding securities of Ranchero by way of
a three-cornered amalgamation in accordance with the terms and
conditions of the amalgamation agreement dated February 17, 2021,
as amended, between Melior, Ranchero and 1274169 B.C. Ltd.
(“
Melior Newco”), a wholly-owned subsidiary of
Melior, as more particularly described in the Company’s news
releases dated November 2, 2020 and February 18, 2021.
Pursuant to the Transaction, Ranchero will
amalgamate with Melior Newco, and Melior will acquire all of the
outstanding common shares of Ranchero (the “Ranchero
Shares”) from the Ranchero shareholders in exchange for
post-consolidation common shares of Melior (the “Resulting
Issuer Shares”) on the basis of one Resulting Issuer Share
for one Ranchero Share. An aggregate of approximately 47,444,998
Resulting Issuer Shares will be issued to Ranchero shareholders,
excluding the Resulting Issuer Shares to be issued pursuant to the
Concurrent Financing (as defined below). Following the Transaction,
Melior (the “Resulting Issuer”) will continue the
business of Ranchero. The completion of the Transaction is subject
to a number of conditions precedent, as described in the news
releases of the Company dated November 2, 2020 and February 18,
2021. Prior to the completion of the Transaction, Melior intends to
consolidate its common shares (the
“Consolidation”) on the basis of 32.6764
pre-consolidation common shares for one post-consolidation common
share of Melior.
The completion of the Transaction remains
subject to the approval of the TSX Venture Exchange (the
“TSXV”).
At least seven business days prior to the
closing of the Transaction, the Company will file a filing
statement providing comprehensive disclosure regarding the
Transaction, as well as the business and assets of Ranchero.
Concurrent Financing
Ranchero intends to close a brokered and
non-brokered private placement (the “Concurrent
Financing”) of up to 9,090,909 subscription receipts of
Ranchero (each, a “Subscription Receipt”) at a
purchase price of $0.55 per Subscription Receipt for aggregate
gross proceeds of up to $5,000,000, subject to an over-allotment
option exercisable by Haywood Securities Inc. (the
“Agent”) for an additional $1,000,000 of
Subscription Receipts on or about Wednesday, July 14, 2021. More
details regarding the Concurrent Financing can be found in the news
release of the Company dated November 2, 2020.
Each Subscription Receipt entitles the holder
thereof to automatically receive, upon satisfaction of certain
escrow release conditions, one Ranchero Share, which shall
immediately be exchanged for one Resulting Issuer Share upon
completion of the Transaction. The Resulting Issuer intends to use
the proceeds of the Concurrent Financing for exploration and
development of its properties in Mexico and for working capital and
general corporate purposes.
Ranchero has engaged the Agent as the agent and
bookrunner to locate purchasers in the Concurrent Financing on a
best-efforts agency basis. In consideration for the services
performed by the Agent, Ranchero has agreed to pay the Agent: (i) a
cash fee equal to 6% of the gross proceeds of the Concurrent
Financing excluding the sale of Subscription Receipts to purchasers
identified by Ranchero; (ii) issue broker warrants (each, a
“Broker’s Warrant”), equal to 6% of the aggregate
number of Subscription Receipts sold pursuant to the Concurrent
Financing excluding the sale of Subscription Receipts to purchasers
identified by Ranchero; and (iii) issue 741,611 Subscription
Receipts to the Agent. Ranchero also engaged certain finders to
locate purchasers to participate in the Concurrent Financing and in
consideration for their services agreed to pay a cash fee and issue
finder warrants (each, a “Finder’s Warrant”). Each
Broker Warrants and Finder’s Warrant will be exchanged for one
warrant of the Resulting Issuer on completion of the Transaction,
which will entitle the holder thereof to acquire one Resulting
Issuer Share at an exercise price of $0.55 per Resulting Issuer
Share for a period of 24 months from the closing of the
Transaction.
The gross proceeds of the Concurrent Financing
less certain deductions and 50% of the cash fee payable to the
Agent, applicable taxes and expenses of the Agent incurred in
connection with the Concurrent Financing will be held in escrow by
TSX Trust Company, the subscription receipt agent, in accordance
with the terms of a subscription receipt agreement to be entered
into between TSX Trust Company, Ranchero and the Agent, and the
remaining portion of the cash fee payable to the Agent and the
balance of the gross proceeds will be released to the Agent and
Ranchero, respectively, upon the satisfaction of certain escrow
release conditions.
In accordance with the policies of the TSXV, the
Company also provides the following information regarding the
Transaction:
Financial Information Regarding Ranchero
As at December 31, 2020, the most recently
completed annual financial period of Ranchero, Ranchero had assets
of US$1,289,316 and total liabilities of US$869,144, and during the
financial year ended December 31, 2020, Ranchero had a
comprehensive loss of US$366,144. The foregoing financial
information is derived from the audited consolidated financial
statements of Ranchero for the financial years ended December 31,
2020 and 2019.
As at March 31, 2021, Ranchero had assets of
US$2,720,308 and total liabilities of US$971,442, and during the
financial quarter ended March 31, 2021, Ranchero had a
comprehensive loss of US$143,094. The foregoing financial
information is derived from the condensed consolidated interim
financial statements of Ranchero for the quarters ended March 31,
2021 and 2020.
Principals of the Resulting Issuer
Following the initial announcement of the
Transaction on November 2, 2020, there have been certain changes to
the planned board of directors and management of the Resulting
Issuer. Martyn Buttenshaw, a current director and CEO of Melior,
will continue to serve as a director of the Resulting Issuer, and
Travis Miller will not be appointed as a new director of the
Resulting Issuer. In addition, Ranbir Sall will replace David Miles
as the Chief Financial Officer of the Resulting Issuer. The
backgrounds of the Principals (as defined in TSXV policies) of the
Resulting Issuer are as follows:
William Pincus – President, Chief Executive
Officer, and Director
Mr. Pincus was Founder and President of
Esperanza Resources that discovered the Cerro Jumil (Mx) and San
Luis (Peru) gold deposits. He has worked extensively in Mexico and
elsewhere in South America. He is a graduate of the Colorado School
of Mines with M.Sc. degrees in Geology and Mineral Economics. He is
also a fellow of The Society of Economic Geologists and is a
Certified Professional Geologist by the A.I.P.G. Mr. Pincus is a
“Qualified Person” as defined in NI 43-101. He is also fluent in
Spanish. Mr. Pincus is resident in Colorado.
Ranbir Sall – Chief Financial Officer and
Corporate Secretary
Ms. Sall is a chartered professional accountant
with experience working with manufacturing and mineral exploration
companies. Ms. Sall previously served as the CFO of Naturally
Splendid Enterprises Ltd. from July 2019 to December 2019 and as a
senior accountant with Seabord Services Corp. from July 2007 to
January 2018. Ms. Sall is resident in British Columbia.
Martyn Buttenshaw – Director
Mr. Buttenshaw is a senior mining executive and
experienced non-executive director with over 20 years of mining
experience, and is currently Chairman & CEO of Melior. Most
recently, he was an Operating Partner at Antarctica Capital where
he was responsible for managing investments in the metals and
minerals sector, with a particular focus upon the raw materials
supply chain for the non-fossil fuel energy sector. Previously, Mr.
Buttenshaw was a Managing Director with Pala Investments Limited
(“Pala”). Additionally, Mr. Buttenshaw has held
senior roles with Anglo American in business development and as a
senior mining engineer with Rio Tinto. Mr. Buttenshaw is a
chartered mining engineer and holds an MBA with distinction from
the London Business School and a MEng (First Class) in Mining
Engineering from the Royal School of Mines, Imperial College,
London. Mr. Buttenshaw is resident in Switzerland.
Gustavo Mazón – Director and Control Person
Mr. Mazón is the CEO of the Mazón family group
of companies. He is an experienced executive and successful
entrepreneur with a strong focus in growth. He is an expert in good
management practices and control implementation. He has had
exposure in a wide variety of industries and engaged in large-scale
infrastructure projects. He is a director of Tonogold Resources.
Mr. Mazón holds a Bachelor of Business and Finance from the ITESM
in Monterrey, Mexico. Mr. Mazón is resident in Hermosillo, Sonora,
Mexico. Mr. Mazon will have control or direction over an aggregate
of 42,300,000 Resulting Issuer shares held by certain corporations,
and a result will be a Control Person (as defined in TSXV policies)
of the Resulting Issuer.
Steven Ristorcelli – Director
Mr. Ristorcelli has over 40 years of experience
in minerals exploration and development. For the last 29 years, he
has been a principal of Mine Development Associates. His primary
focus has been in deposit modeling, identifying and correcting
sampling problems, conducting geologic evaluations, and directing
exploration programs. He is a “Qualified Person” as defined in NI
43-101. He has worked with a wide variety of commodities including
but not limited to gold, silver, copper, base metals and cobalt.
Mr. Ristorcelli is resident in Nevada.
Pala Investment Limited – Insider
Pala will hold an aggregate of 8,172,949
Resulting Issuer Shares, and a result will be an Insider (as
defined in TSXV policies) of the Resulting Issuer. Pala is a metals
and minerals focused investment company, responsible for deal
origination, mergers and acquisition, strategy development, and
project financing across a range of commodities and metals and
mining related industry sectors. Pala is based in Zug,
Switzerland.
Shareholder Approval
Melior intends to obtain the shareholder
approval of the Transaction, of shareholders holding over 50% of
the outstanding common shares of Melior, by way of written
consent.
Sponsorship
Pursuant to Policy 2.2 of the TSXV, sponsorship
is required in a Reverse Takeover (as defined in the policies of
the TSXV). The Resulting Issuer intends, subject to the approval of
the TSXV, to rely on an exemption of the sponsorship requirements
provided in section 3.4(a)(i) of TSXV Policy 2.2. Management of the
Resulting Issuer meets the standards contemplated in in section
3.4(a) of TSXV Policy 2.2. In addition, the Resulting Issuer will
be a mining company that satisfies the Tier 2 initial listing
requirements as provided in TSXV Policy 2.1 and the Santa Daniela
property of the Resulting Issuer has a current geological
report.
On behalf of the board of directors of the
Company:
Martyn ButtenshawInterim Chief Executive
Officer
For further information, please contact:
Martyn ButtenshawInterim Chief Executive
Officer+41 41 560 9070info@meliorresources.com
This news release does not constitute an offer
to sell and is not a solicitation of an offer to buy any securities
in the United States. The securities of the Company and Ranchero
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities
Act”) or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws unless pursuant to an exemption from such
registration.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV
acceptance. The Transaction cannot close until all necessary
approvals are 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 Company 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 TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding Forward
Looking Statements
This news release contains certain
forward-looking statements. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
“expects” or does not expect”, “is expected”, anticipates” or “does
not anticipate” “plans”, “estimates” or “intends” or stating that
certain actions, events or results “ may”, “could”, “would”,
“might” or “will” be taken, occur or be achieved) are not
statements of historical fact and may be “forward-looking
statements”. Forward-looking statements contained in this news
release may include, but are not limited to, the terms, structure
and completion of the Transaction and the completion of the
Concurrent Financing.
Forward-looking statements are subject to a
variety of risks and uncertainties which could cause actual events
or results to materially differ from those reflected in the
forward-looking statements. These risks and uncertainties include,
but are not limited to: risks related to regulatory approval,
including the approval of the TSXV, liabilities inherent in mine
development and production; geological risks, risks associated with
the effects of the COVID-19 virus, the financial markets generally,
the satisfaction or waiver of the conditions precedent to the
Transaction, the ability of Ranchero to complete the Concurrent
Financing, and the ability of the Company to complete the
Transaction and obtain requisite TSXV acceptance and shareholder
approvals. There can be no assurance that forward-looking statement
will prove to be accurate, and actual results and future events
could differ materially from those anticipate in such statements.
The Company undertakes no obligation to update forward-looking
statements if circumstances or management’s estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
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