TORONTO, ON / ACCESSWIRE / July 5, 2023 / Zodiac Gold Inc. ("Zodiac Gold" or the "Company") and 1329306 B.C. Ltd (the "ShellCo") (collectively the "Parties") are pleased to announce that Zodiac Gold has entered into a binding letter of intent dated June 20, 2023 (the "LOI") in respect of a proposed business combination (the "RTO") that would result in the reverse takeover of ShellCo by Zodiac Gold. The completion of the RTO will be subject to, among other things, the common shares ("Resulting Issuer Common Shares") of the resulting entity (the "Resulting Issuer") being listed on the TSX Venture Exchange ("TSX-V") and the Resulting Issuer fulfilling all of the applicable regulatory and listing requirements. Following the completion of the RTO, Zodiac Gold is expected to become a wholly-owned subsidiary of ShellCo or otherwise combine its corporate existence with that of ShellCo to form the Resulting Issuer, which will hold all the assets and projects and continue the business of Zodiac Gold.
About Zodiac Gold
Zodiac Gold is a private mineral exploration company incorporated under the laws of the Province of British Columbia which has an 100% interest in the Mount Coffee Project located in the Republic of Liberia along with two reconnaissance licenses.
The Mount Coffee Project
The Mount Coffee Project consists of one mineral exploration license covering 418 km2 in the Montserrado and Bomi Counties in the Republic of Liberia and two separate reconnaissance licenses covering 2,200 km2 in Grand Bassa, Bomi, and Grand Cape Mount counties, for a total of 2,618 km2. The Mount Coffee Project is located on and along the prolific Todi Shear Zone within the West African Craton and accessible via paved and gravel roads for approximately 21 km from Monrovia, the capital of Liberia. Exploration activities to date have defined five (5) multi-kilometer long gold in soil anomalies covering a strike length of ~16 km. Current work on the project is focused on the Arthington target area where diamond drilling has uncovered a potentially significant new gold discovery. Planned diamond drilling program at Arthington aims to achieve a maiden mineral resource at a low cost.
Summary of the RTO
The RTO will proceed by way of a plan of arrangement pursuant to which a wholly owned subsidiary of ShellCo will acquire Zodiac Gold in exchange for ShellCo shares (the "Arrangement"). Pursuant to the Arrangement, it is anticipated that each common share of ShellCo, after giving effect to the ShellCo Share Reorganization (as defined below), will be exchanged for one common share of Zodiac Gold (the "Exchange Ratio") at a deemed issue price of C$0.18 per share.
Prior to completion of the RTO, ShellCo will complete a reorganization of its share capital based on a ratio that will have the effect of consolidating the current outstanding shares on a 14:1 basis (the "ShellCo Share Reorganization").
It is anticipated that the Resulting Issuer will continue the business of Zodiac Gold under a name to be determined by Zodiac Gold (the "Name Change"). The business of the Resulting Issuer will be primarily focused on the exploration of the Mount Coffee Project. Certain Resulting Issuer Shares are expected to be subject to restrictions on resale or escrow under the policies of the TSX-V, including the Resulting Issuer Shares to be issued to the principals of the Resulting Issuer (as defined under the TSX-V policies), which will be subject to the escrow requirements of the TSX-V.
The completion of the RTO is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of a definitive agreement in respect of the RTO (the "Definitive Agreement"); there being no material adverse changes in respect of either ShellCo or Zodiac Gold; the Parties obtaining all necessary consents, orders, regulatory, court and shareholder approvals, including the conditional approval of the TSX-V; completion of the Name Change; completion of the Zodiac Financing and ShellCo Financing (as defined below); completion of a NI 43-101 compliant technical report for the Mount Coffee Project; satisfactory completion of due diligence by both Parties; and other standard conditions of closing for a transaction in the nature of the RTO. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
Upon completion of the RTO, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Zodiac Gold as its primary operating subsidiary, and shareholders of Zodiac Gold will own approximately 74.6% of the Resulting Issuer, shareholders of ShellCo will own approximately 15.1% of the Resulting Issuer, and shareholders from Zodiac Financing will own approximately 10.3% of the Resulting Issuer on an undiluted basis.
Financing
On or prior to the completion of the RTO, Zodiac Gold may complete a private placement of units (the "Units") for gross proceeds of up to C$2,000,000 at a price of C$0.18 per Unit (the "Zodiac Financing"), of which a total of C$630,000 has already been raised. The proceeds of the Zodiac Financing will be used to finance exploration and other expenses relating to the Mount Coffee Project and the working capital requirements of the Resulting Issuer. Each Unit will consist of one common share in the capital of Zodiac Gold ("Zodiac Share") and one-half of one Zodiac Share purchase warrant ("Zodiac Warrant"), with each full warrant allowing the holder to acquire an additional Zodiac Share at a price of C$0.25 per Zodiac Share for a period of 2 years. Pursuant to the terms of the RTO, the Zodiac Shares issued under the Zodiac Financing will be exchange for Resulting Issuer Shares on the same basis as the Exchange Ratio, and each Zodiac Warrant and stock option issued by Zodiac Gold and outstanding at completion of the RTO shall thereafter entitle each respective holder thereof to acquire Resulting Issuer Shares in lieu of Zodiac Shares based on the Exchange Ratio and otherwise on the same terms and conditions.
Prior to the completion of the RTO, ShellCo may complete a private placement of common shares in the capital of ShellCo ("ShellCo Financing") for gross proceeds of up to C$1,000,000 at a price of C$0.10 per ShellCo Share on a post ShellCo Share Reorganization basis, of which a total of C$586,000 has already been raised.
Further particulars regarding the Zodiac Financing and the ShellCo Financing will be disclosed in subsequent news releases relating to the RTO. A broker may be engaged to act as agent for the Zodiac Financing and in connection therewith may be paid a commission in an amount to be determined.
Proposed Directors, Officers and Insiders
Upon completion of the RTO, it is anticipated that the Resulting Issuer's board and management will consist of the following persons:
- David Kol, Chief Executive Officer and Director
- Efdal Olcer, Vice President of Exploration
- Douglas Cater, P.Geo FGC, Director
- Graham Warren, CPA, CMA, Director
- Mark Kol, Director
- Peter Granata, Interim Chief Financial Officer
- Sherry Siu, Corporate Secretary
Upon completion of the RTO, it is expected that David Kol will own approximately 11% of the outstanding shares of the Resulting Issuer. No other person is expected to own 10% or more of the outstanding shares of the Resulting Issuer upon completion of the RTO.
Biographies of each of the proposed directors and officers of the Resulting Issuer are set out below:
David Kol - Chief Executive Officer, Founder and Director
David Kol is a highly experienced international business and startup executive with over 20 years of experience in finance, marketing, business development, M&A, and executive management, primarily in the resource sector, media/entertainment, real estate and technology industries. David is currently CEO of Zodiac Gold Inc. a West Africa based gold exploration company. Prior to Zodiac Gold, David held senior management roles in Gem Rocks Mining Resources, Global Media Group Holdings, The Players Network, and Interactive Enterprises where he worked on projects for Sony, Wink Communications, Netcom, US West (now Qwest Communications), BskyB, and JskyB. David currently serves on the Board of Directors for Metalite Resources, BluEarth Carbon Development, and Global Wholesome Network 501(c)(3). David attended the University of California, Davis, where is studied managerial economics, and has an A.A. (Criminal Justice) from Diablo Valley College.
Efdal Olcer - Vice President of Exploration
Efdal Olcer is a highly accomplished and qualified Exploration Geologist with 17 years of experience. Efdal has unique technical skills and experience gained in various mineral categories and diverse geological environments, including Greenstone, Archean, Proterozoic and Tethyan in Africa, the Middle East, and Turkey. He possesses a demonstrable track record in mineral exploration, specifically gold exploration in diverse deposit types including; epithermal, porphyry, orogenic, and within different terrains. He has also gained extensive greenfield and brownfield exploration and project development experience with the majority resulting in discoveries and several converting into profitable gold mines. Before joining Zodiac Gold, Efdal served as Chief Geologist for Summa Gold and Exploration Manager of MNG Gold, a subsidiary of Avesoro Holdings. Efdal also held senior geological positions for KEFI Minerals, Asia Minor Mining Inc., and Stratex Exploration PLC. Efdal holds a B.Sc. Degree in Geological Engineering from Middle East Technical University. He is a member of the Society of Economic Geologists, Geological Society of London, Australian Institute of Geoscientists, Society of Geology Applied to Mineral Deposits, and Turkish Association of Economics Geologists.
Douglas Cater, P.Geo FGC, ICD.D - Director
Doug Cater is a Professional geologist with +35 years of experience in the gold mining and exploration business gained while working with senior-tier Canadian-based mining and exploration companies. He previously served as Vice President Exploration (Canada) for Kirkland Lake Gold Ltd. and held several management positions for St.Andrews Goldfields Ltd., Sabina Gold and Silver, and Barrick. Currently, Doug is a Director for Mayfair Gold Corp, Sierra Metals Inc, Gowest Gold Ltd. and Exploits Discovery Corp.Mr. Cater is a graduate of the ICD Rotman Director Education Program
Graham Warren, CPA, CMA - Director
Graham Warren is a Senior Financial Executive with over 30 years of experience in the mining, oil and gas, environmental, biotech, service and tech sectors both domestically and internationally. Graham has been involved in numerous financings and M&A transactions for both private and public companies and has guided several companies through the going public process. Mr. Warren has served as CFO and/or Director of numerous public companies and is currently the CFO/Director of Goliath Resources Limited (TSXV:GOT), Pangolin Diamonds Corp. (TSXV:PAN), and Platinex Inc.(CSE:PTX). He is a past director of Changfeng Energy Inc., Cordoba Minerals Corp., Exile Resources Inc., Active Control Technology and Hanfeng Evergreen Inc.
Mark Kol - Director
Mark Kol is a co-founder of Zodiac Gold and has 30+ years of experience in investor relations, venture capital, finance, investment banking, and real estate. Mark has leveraged his expertise across various industries, which include real estate, exploration/mining, technology, biotech, and media/entertainment. Mark is passionate about working with and raising capital for start-ups across the globe. Mark is currently Executive Vice President with CBRE. Before Zodiac, Mark worked in investment banking in San Francisco, raising capital and preparing companies for Initial Public Offerings.
Peter Granata - Interim Chief Financial Officer
Peter Granata has more than 18 years of experience in finance and operations management within global organizations. He is a dynamic, results-oriented professional with executive positions in TSXV companies and, prior to these, served as an Audit Manager for PricewaterhouseCoopers. Peter has prepared financial statements, MD&A, news releases, mine permitting applications and project cash flows. With PricewaterhouseCoopers he performed audits for Canadian IFRS, US GAAP reconciliations, Special Purpose Financial Statements and has executed Group reporting under Canadian GAAP. His experience includes CFO for TSXV entities, capital raising, international corporate structures, client engagement, C-suite & directors engagement, M&A, financing, investor relations, related party transactions, and finance transformation. Peter has a B. Com and is a Chartered Accountant.
Sherry Siu - Corporate Secretary
Sherry has over 30 years of experience working as a paralegal for a boutique law firm in Vancouver, specializing in securities, commercial and corporate matters, and has been corporate secretary of various junior resource companies since 2011. She has worked on a variety of securities-related and corporate transactions, including M&A, spinouts and business combinations, reorganizations, and going public filings. Sherry is a paralegal certified with the BC Paralegal Association.
Information Concerning ShellCo
ShellCo is an unlisted reporting issuer and its common shares are not listed for trading on any exchange. As at June 20, 2023, ShellCo had C$586,863.09 of cash on hand.
Filing Statement
In connection with the RTO and pursuant to the requirements of the TSXV, ShellCo will file a filing statement or a management information circular on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the RTO, Zodiac Gold, the Mount Coffee Project, the Zodiac Financing, the ShellCo Financing, and the Resulting Issuer.
For further information, please contact:
Robin McWatt
President, CEO, CFO and Director of ShellCo
[email protected]
+1 (514) 707-0481
Information concerning Zodiac Gold, including the proposed directors of the Resulting Issuer, has been provided to ShellCo by Zodiac Gold for inclusion in this press release. The technical information in this news release has been reviewed and approved by Efdal Olcer, Vice President of Exploration of Zodiac Gold, who is a Qualified Person within the meaning of National Instrument 43-101 ("NI 43-101") - Standards of Disclosure for Mineral Projects.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO 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 RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this press 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.
The securities referenced herein have not been, nor will 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 U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Cautionary and Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward looking statements. In this press release, forward-looking statements relate, among other things, to: the RTO and certain terms and conditions thereof; the business of Zodiac Gold, information concerning the Mount Coffee Project, the Zodiac Financing; the ShellCo Financing; the proposed directors of the Resulting Issuer, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, ShellCo assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
SOURCE: 1329306 B.C. Ltd.