Ranchero Gold Corp. Closes Second Tranche of Financing in Connection with RTO Transaction with Melior Resources Inc.
04 Agosto 2021 - 11:27PM
Melior Resources Inc. (TSXV: “
MLR”)
(“
Melior” or the “
Company”) is
pleased to announce that Ranchero Gold Corp.
(“
Ranchero”) has closed the second tranche of its
previously announced private placement (the “
Concurrent
Financing”) through the offering of an additional 454,545
subscription receipts (each, a “
Subscription
Receipt”) at a purchase price of $0.55 per Subscription
Receipt for gross proceeds of $250,000. In total, Ranchero has
issued an aggregate of 9,561,613 Subscription Receipts under the
Concurrent Financing for aggregate gross proceeds of $5,258,887. No
finders’ fees were paid in connection with this second tranche of
the Concurrent Financing. Please see the Company’s news releases
dated November 2, 2020, July 13, 2021 and July 19, 2019 for further
information on the Concurrent Financing.
The Concurrent Financing was completed in
connection with the previously announced reverse takeover
transaction (the “Transaction”) with 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, among
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, February 18, 2021 and July 13, 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. Prior
to the completion of the Transaction, Melior intends to consolidate
its common shares on the basis of 32.6764 pre-consolidation common
shares for one post-consolidation common share of Melior.
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.
All securities issued in connection with the
Concurrent Financing are subject to an indefinite hold period, as
required under applicable securities laws.
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.
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, 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
statements 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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