/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Oct. 26, 2020 /CNW/ - Tilting Capital Corp.
("TLL" or the "Company") (NEX: TLL.H) is pleased
to announce that it has filed a filing statement dated October 23, 2020 (the "Filing Statement")
with the TSX Venture Exchange (the "TSXV") for the
acquisition of Gold Line Resources Ltd. ("GLR").
Summary of the Transaction
On August 10, 2020, the Company
entered into a definitive amalgamation agreement (the
"Amalgamation Agreement") with GLR and 1257120 B.C. Ltd., a wholly-owned subsidiary of
the Company ("Tilting SubCo"), pursuant to which Tilting
SubCo will amalgamate with GLR, shareholders of GLR will exchange
their shares of GLR for shares of TLL on a one-for-one basis, and
GLR will become a wholly-owned subsidiary of TLL (the
"Transaction"). Upon completion of the Transaction, the
Company will change its name to "Gold Line Resources Ltd." and will
carry on the business previously carried on by GLR.
The TSX-V has provided conditional approval for the Transaction,
the proposed name change, and the Private Placement (as defined
below). The Transaction is expected to close on or about
October 28, 2020.
Additional information concerning the Transaction, GLR, TLL and
the resulting issuer is provided in the Company's news releases
dated May 26, 2020 and August 10, 2020, and the Filing Statement, all of
which are available under TLL's SEDAR profile at www.sedar.com.
In accordance with the policies of the TSX-V, TLL's common
shares are currently halted from trading and are expected to remain
so until completion of the Transaction.
Private Placement
In connection with the Transaction, TLL completed a non–brokered
private placement ("Private Placement") of subscription
receipts ("Subscription Receipts") at a price of
$0.25 per Subscription Receipt.
The Company raised gross proceeds of $6,003,250 from the sale of 24,013,000
Subscription Receipts pursuant to the Private Placement.
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 (as defined below), into one unit of the Company. Each
unit will be comprised of one common share of the Company (each, a
"TLL Share") and one 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. In
consideration for introducing certain subscribers to the Private
Placement, the Company agreed to issue 380,400 non-transferable
broker warrants, each entitling the holder thereof to acquire one
TLL Share at an exercise price of $0.25, and pay cash finder's fees totalling
$95,100 to certain finders.
All Subscription Receipts issued pursuant to the Private
Placement are subject to a statutory hold period of four months
plus one day from the date of closing, in accordance with
applicable Canadian securities legislation, expiring on
December 13, 2020.
Directors and officers of the Company purchased an aggregate of
40,000 Subscription Receipts under the Private Placement
constituting, to that extent, a "related party transaction" under
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61–101"). The
Company is relying on the exemptions from the valuation and
minority shareholder approval requirements of MI 61–101
contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the
fair market value of the participation in the Private Placement by
insiders does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company
did not file a material change report more than 21 days before the
expected closing of the Private Placement, which the Company deemed
reasonable in the circumstances so that it could close the Private
Placement as soon as practicable for sound business reasons.
About Gold Line Resources Ltd.
GLR is 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:
one project is in the Skellefteå Belt of North Central Sweden and
four projects, including the Långtjärn Property, are 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 intends to undertake significant exploration work on the
Långtjärn Property, as recommended by the authors of the Technical
Report (as defined below). For further information on the Långtjärn
Property and the recommended exploration program, readers are
referred to the technical report titled "Technical Report for
the Långtjärn Property, Northern
Sweden" dated effective June 30,
2020 (the "Technical Report"), prepared in accordance
with NI 43-101 – Standards of Disclosure for Mineral
Projects and the policies of the TSXV, which is available under
the Company's SEDAR profile.
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. For
further information please contact:
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 TLL should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed
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 press 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. 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: TSXV approval of
the Private Placement and the Transaction; TLL's ability to
complete the Transaction; the expected timing and terms of the
Transaction; 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; the
COVID-19 pandemic; 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 reader
is referred to the Filing Statement for a more complete discussion
of applicable risk factors and their potential effects, copies of
which may be accessed through TLL's issuer page on SEDAR at
www.sedar.com.
The forward-looking statements contained in this press
release are made as of the date of this press 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.