Author: Newsfile

WonderFi Announces Closing of Coinberry Acquisition

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Vancouver, British Columbia–(Newsfile Corp. – July 4, 2022) – WonderFi Technologies Inc. (TSX: WNDR) (OTC Pink: WONDF) (WKN: A3C166) (FTX: WNDR) (the “Company” or “WonderFi“) today confirms that is has closed its previously announced acquisition (the “Acquisition“) of Coinberry Limited (“Coinberry“), one of Canada’s leading crypto asset trading platforms registered with the Canadian Securities Administrators (“CSA“) and Canada’s first pure-play licensed crypto broker.

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“This acquisition further solidifies WonderFi as a leader amongst crypto companies in Canada, and along with our acquisition of Bitbuy, establishes a great foundation for our expansion into global markets,” commented Ben Samaroo, CEO of WonderFi. “Further, as we’ve seen over the past few weeks, the crypto market downturn has had a massive impact on the viability of unregulated crypto trading platforms and WonderFi’s value proposition as one of the few regulated crypto businesses makes us well positioned to continue our growth.”

Andrei Poliakov, CEO and Co-Founder of Coinberry, commented: “Bringing together the Coinberry and Bitbuy teams under the WonderFi umbrella has created one of the largest combined compliant and licensed crypto companies in Canada and we are keen to continue building on our common success as we expand into new markets.”

In connection with the Acquisition, the Company will employ Andrei Poliakov, in the position of Head of Brokerages of WonderFi, and President of Coinberry.

Key Transaction Benefits

  • WonderFi becomes the first company in Canada, and one of the first globally, to own and operate multiple licensed, compliant crypto asset trading platforms fully regulated by applicable securities commissions
  • Coinberry adds over approximately 225,000 users and $99.5 million of client assets under custody as at March 31, 2022, which gives the WonderFi group of companies over half a billion dollars in approximate total client assets under custody

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  • With Coinberry making over 35 crypto assets available for trading on its proprietary platform, the Acquisition further expands WonderFi’s ability to offer users secure and regulated access to one of the biggest selections of crypto assets in Canada
  • WonderFi anticipates realizing meaningful cost synergies through integrating a variety of functions across the WonderFi, Coinberry and Bitbuy operations, developing cross-selling services, and continuing to innovate its suite of product offerings to drive enhanced user experience
  • Combined with its recent listing on the Toronto Stock Exchange (“TSX“), ownership and operation of multiple registered crypto asset trading platforms solidifies WonderFi’s leading market position in Canada and further strategically positions the Company to expand into international and high-growth markets

Transaction Details

Under the terms of the Acquisition, among other things, the Company acquired all of the issued and outstanding shares of Coinberry. The consideration paid consisted of an aggregate of 28,925,645 newly issued common shares of WonderFi, the majority of which were subject to certain lock-up requirements. A copy of the definitive agreement with respect to the Acquisition is available on the Company’s SEDAR profile at www.sedar.com.

Other Matters

In connection with closing, the Company will issue 500,000 common shares to each of LDL Corp. and O’Leary Productions Ltd., and 275,000 common shares to Halpern & Co. Limited, for strategic merger and acquisition services provided to the Company in connection with the Acquisition.

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Additional Information
For additional information, please contact:

WonderFi Technologies Inc.
Ben Samaroo, CEO
ben@wonder.fi
(778) 843-9637

Investor Relations Contact: invest@wonder.fi

Media Contact:
Binu Koshy, Communications Director
binu@wonder.fi

Coinberry Limited
Andrei Poliakov, CEO
andrei.poliakov@coinberry.com
(888) 997-6544

ABOUT WONDERFI

WonderFi is a leading technology company with the mission of creating better access to digital assets through compliant centralized and decentralized platforms. WonderFi provides unified access to digital assets including crypto, DeFi, gaming and NFTs, in a compliant and regulated environment. WonderFi’s executive team and Board of Directors have an established track record in finance and crypto, with previous experience at Amazon, Shopify, PayPal, Galaxy Digital and Hut 8. WonderFi’s core team of engineers and technologists believe that everyone should have equal access to finance, and are aligned in the mission to empower people around the world to access finance in a simple, smart and secure way. For more information, visit www.wonder.fi.

ABOUT COINBERRY

With over $1 billion in crypto traded, Coinberry makes it easy and secure for Canadians to buy, trade and sell a wide range of cryptocurrencies. As a CSA and Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) registered crypto trading platform, Coinberry is powered by the belief that the digital economy should be inclusive and accessible to everyone.

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Forward-Looking Information and Statements

This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, or variations of such words.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability of the Company to work effectively with strategic investors; the ability of the Company to realize synergies, and material adverse changes in general economic, business and political conditions, including changes in the financial markets, changes in applicable laws, and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein.

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Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice. All values stated in this release are in Canadian dollars.

The Toronto Stock Exchange has not approved or disapproved of the information contained in this release.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129879

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Eastplats Announces Appointment of New Chief Executive Officer

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Vancouver, British Columbia–(Newsfile Corp. – June 29, 2022) – Eastern Platinum Limited’s (TSX: ELR) (JSE: EPS)  (“Eastplats” or the “Company”) Board of Directors of the Company (the “Board”) is pleased to announce that it has appointed Mr. Wanjin Yang as the Company’s Chief Executive Officer, effective immediately. Mr. Yang is a senior exploration geologist with over 30 years’ of experience in major mineral exploration projects, corporate management, and corporate development. He previously was the Project Geologist at Whitehorse Gold Corp. working on its mineral exploration projects, new project acquisitions, and other corporate development work. Mr. Yang replaces Ms. Diana Hu, who has left the Company to pursue other endeavours.

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Mr. George Dorin, Eastplats’ Chairman stated, “We are pleased to appoint Mr. Yang to lead the team as management executes the plan to re-start underground operations at the Zandfontein section of the Crocodile River Mine in South Africa. We look forward to working with Mr. Yang and hearing about his vision for the Company.”

Mr. Dorin further commented, “We thank Diana for her significant contributions as Chief Executive Officer over the past 6 years and wish her the very best in her new ventures.”

The Company also announces that Mr. Andrea Zhang has transitioned to a Vice-President role after serving as Chief Operating Officer.

For further information, please contact:

EASTERN PLATINUM LIMITED
Wylie Hui, Chief Financial Officer and Corporate Secretary
whui@eastplats.com (email)
(604) 800-8200 (phone)

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements“) within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “will”, “plan”, “intends”, “may”, “could”, “expects”, “anticipates” and similar expressions. Further disclosure of the risks and uncertainties facing the Company and other forward-looking statements are discussed in the Company’s most recent Annual Information Form available under the Company’s profile on www.sedar.com.

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In particular, this press release contains, without limitation, forward-looking statements pertaining to: the ability of the Company to restart Zandfontein underground mining, to do so in 2022 and the potential contributions of Mr. Yang as Chief Executive Officer. These forward-looking statements are based on assumptions made by and information currently available to the Company. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties and readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the beliefs, plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, unanticipated problems that may arise in the Company’s production processes, commodity prices, lower than expected grades and quantities of resources, need for additional funding and availability of such additional funding on acceptable terms, economic conditions, currency fluctuations, competition and regulations, legal proceedings and risks related to operations in foreign countries.

All forward-looking statements in this press release are expressly qualified in their entirety by this cautionary statement, the “Cautionary Statement on Forward-Looking Information” section contained in the Company’s most recent Management’s Discussion and Analysis available under the Company’s profile on www.sedar.com. The forward-looking statements in this press release are made as of the date they are given and, except as required by applicable securities laws, the Company disclaims any intention or obligation, and does not undertake, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129566

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TriStar Gold – Drilling Started on Exploration Program

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Scottsdale, Arizona–(Newsfile Corp. – June 29, 2022) – TriStar Gold Inc. (TSXV: TSG) (OTCQX: TSGZF) (the Company or TriStar) is pleased to announce the start of a 2,500m expansion and exploration drilling program at its Castelo de Sonhos gold project. This core drilling is principally designed to test areas of higher-grade extensions to the Esperança South mineralization and has been developed by GoldSpot Technologies and TriStar’s geological team.

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“There is currently one core-rig at site and another one scheduled to arrive in a few weeks to help complete the 2,500m program quickly and efficiently.” says Nick Appleyard, TriStar’s President and CEO. “In our PFS announced late last year Esperança South (PFS Phase 1) produced approximately 150,000 ounces of gold per year, the aim of this drill program is to test the extensions of this mineralization. We anticipate reporting results on a regular basis.”

Cannot view this image? Visit: https://tsxstock.com/wp-content/uploads/2022/06/129345_capture_550.jpg

Figure 1, Esperança South, showing the PFS design pits, plus existing drillholes (black dots) and planned drilling (in red)

To view an enhanced version of Figure 1, please visit:
https://orders.newsfilecorp.com/files/4509/129345_capture.jpg

Drill hole targeting
Drill holes have been located to test for the locations, or extensions of, gold-bearing channels. A high priority has been given to machine learning assisted proposed holes, derived from the integrated examination of mineralization and gold-hosting stratigraphy. Factors that have been taken into consideration include:

  • Gold is dominantly within the quartz-conglomerate unit (or nearby/adjacent, in the hanging wall or footwall)
  • Paleochannels are traced by local variance in 3D stratigraphy derived from machine learning geochemical analysis (chemostratigraphic modelling)
  • Target soil anomalies within buffer of outcropping quartz-conglomerate unit are especially attractive -they represent historic drilling successes
  • Areas with unexplained gold soil anomalies, down slope from outcropping quartz conglomerate, suggest gold bearing units in drainage at higher altitude

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Qualified Person

R. Mohan Srivastava (P.Geo.) of RedDot3D Inc. is the Qualified Person who has reviewed the technical information contained in this news release, including data verification, and has approved its disclosure.

About TriStar

TriStar Gold is an exploration and development company focused on precious metals properties in the Americas that have the potential to become significant producing mines. The Company’s current flagship property is Castelo de Sonhos in Pará State, Brazil. The Company’s shares trade on the TSX Venture Exchange under the symbol TSG and on the OTCQX under the symbol TSGZF. Further information is available at www.tristargold.com.

ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY:

Nick Appleyard
President and CEO

For further information, please contact:

TriStar Gold Inc.
Nick Appleyard
President and CEO
480-794-1244

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward-Looking Statements

Certain statements contained in this press release may constitute forward-looking statements under Canadian securities legislation which are not historical facts and are made pursuant to the “safe harbour” provisions under the United States Private Securities Litigation Reform Act of 1995. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements in this press release include statements about the Company’s ability to complete the current drilling program, the results of further exploration target identification and the anticipated ongoing effects of the COVID-19 virus. Such forward-looking statements are based upon the Company’s reasonable expectations and business plan at the date hereof, which are subject to change depending on economic, political and competitive circumstances and contingencies. Readers are cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause a change in such assumptions and the actual outcomes and estimates to be materially different from those estimated or anticipated future results, achievements or position expressed or implied by those forward-looking statements. Risks, uncertainties and other factors that could cause the Company’s plans to change include changes in demand for and price of gold and other commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities markets; legislative, political or economic developments in Brazil; effects of the COVID-19 virus on all aspects of the Company’s business, the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of the Company’s projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining or development activities; the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves and resources; and the risks involved in the exploration, development and mining business. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. The Company 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 applicable securities laws.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/129345

Eastplats Announces Voting Results of Its Annual General and Special Meeting of Shareholders

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Vancouver, British Columbia–(Newsfile Corp. – June 22, 2022) – Eastern Platinum Limited (TSX: ELR) (JSE: EPS) (“Eastplats” or the “Company”) announces the voting results of the Company’s 2022 Annual General and Special Meeting of Shareholders held on June 21, 2022 (the “Meeting”). A total of 81,269,162 common shares were voted at the Meeting, representing 58.97% of the votes attached to all the outstanding common shares of the Company.

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Detailed results of the vote held at the Meeting are set out below:

Business
Outcome of Vote
Votes For
Votes Against Votes Withheld
1. To set the number of Directors
Approved
79,626,484
(99.90%)

83,688
(0.10%)

               
2. Resolution electing:






               
(a) Diana Hu;
Approved
25,443,954
(31.92%)


54,266,218
(68.08%)
(b) Michael Cosic;
Approved
25,439,554
(31.92%)


54,270,618
(68.08%)
(c) George Dorin;
Approved
70,441,773
(88.37%)


9,268,399
(11.63%)
(d) Bielin Shi; and
Approved
79,652,568
(99.93%)


57,604
(0.07%)
(e) Xin (Alex) Guan
Approved
70,437,873
(88.37%)


9,272,299
(11.63%)
as directors of the Company.






               
3. Resolution appointing PricewaterhouseCoopers LLP, as auditors of the Company for the ensuing year and authorizing the directors of the Company to fix their remuneration.
Approved
81,109,491
(99.80%)


159,671
(0.20%)
               
4. Resolution approving the continuation of the Company’s Stock Option Plan for a further three years.
Approved
73,098,311
(91.71%)


6,611,861
(8.29%)

 

Based on the voting results, all of the nominees proposed as directors and listed in the management information circular dated May 6, 2022 (the “Circular”) were elected as directors of Eastplats at the Meeting in accordance with applicable corporate law.

However, two directors (Diana Hu and Michael Cosic) had more votes withheld than were voted in their favour of their appointments to the Board. As a result, in accordance with the Company’s Majority Voting Policy (the “Policy”), these two directors have tendered their resignations from the Board of Directors of the Company (the “Board”), effective upon acceptance by the Board. The Board will refer such resignations to the Corporate Governance and Compensation Committee (the “Committee”) for consideration on whether or not to accept the resignations submitted by these directors. In accordance with the Policy, the Board shall accept such resignations unless the Committee determines that there are exceptional circumstances relating to the composition of the Board or the voting results that should delay the acceptance of such resignations or justify rejecting such resignations. The Board will issue a news release with its decision.

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At the Meeting, Eastplats’ Stock Option Plan has been authorized for three further years, and the PricewaterhouseCoopers LLP were also re-appointed as auditors of Eastplats.

For further information, please contact:

EASTERN PLATINUM LIMITED
Wylie Hui, Chief Financial Officer and Corporate Secretary
whui@eastplats.com (email)
(604) 800-8200 (phone)

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128541

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White Metal Resources Corp. Announces That Dr. Elliot Strashin Has Acquired More than 12% of the Outstanding Common Shares

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Thunder Bay, Ontario–(Newsfile Corp. – June 21, 2022) – White Metal Resources Corp. (TSXV: WHM) (FSE: CGK1) (OTC Pink: TNMLF) (“White Metal” or the “Company”) announces that on June 20, 2022, Dr. Elliot Strashin (“Strashin”), purchased through the TSX Venture Exchange, a total of 253,000 common shares of the Company triggering a regulatory requirement to file an Early Warning Report and issue a news release.

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Immediately prior to the purchase of securities described above, Strashin owned 17,670,957 common shares, representing an approximately 11.997 per-cent interest in the Company on an undiluted basis. Immediately following the transaction that triggered the requirement to file this news release, Strashin and his joint actors own 17,923,957 common shares, representing an approximately 12.17 per-cent interest in the Company on an undiluted basis.

Strashin holds the shares of the Company for investment purposes only. Strashin intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of the Company, subsequent developments affecting the Company or its business, and the general market and economic conditions. Based upon these and other factors, Strashin may decide to purchase or sell securities of the Company.

For additional information, an early warning report will be filed on SEDAR.

Wesley Hanson CEO
647-202-7686

THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

The information contained herein contains “forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.”

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Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to gold price and other commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company’s expectations or projections.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/128449

Agrinam Acquisition Corporation Files Final Prospectus for U.S. $120M IPO

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Toronto, Ontario–(Newsfile Corp. – June 10, 2022) – Agrinam Acquisition Corporation (“Agrinam” or the “Corporation“) is pleased to announce the filing of the Corporation’s final prospectus dated June 10, 2022 (the “Final Prospectus“) with the securities regulatory authorities in all provinces and territories in Canada, except Québec, in respect of Agrinam’s initial public offering (the “Offering“) of 12,000,000 Class A restricted voting units of the Corporation (the “Class A Restricted Voting Units“) at an offering price of U.S.$10.00 per Class A Restricted Voting Unit, for aggregate proceeds of U.S.$120,000,000. The Corporation has granted BMO Capital Markets (as lead underwriter and sole bookrunner) and Canaccord Genuity Corp. (as lead manager), the underwriters of the Offering (the “Underwriters“), a non-transferable over-allotment option (the “Over-Allotment Option“) to purchase up to an additional 1,800,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriters up to 30 days following closing of the Offering. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering would be U.S.$138,000,000.

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Agrinam is a newly-organized special purpose acquisition corporation formed under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time following the completion of the Offering (the “Qualifying Acquisition“).

Agrinam intends to identify, evaluate, and execute an attractive Qualifying Acquisition by leveraging its robust network to find attractive investment opportunities. It intends to focus its search for one or more companies that operate across the Agribusiness industry in North America, either in the primary sector (with a focus on Superfoods and specialty products produced in high-tech greenhouses) or the value-added sector (with a focus on Food Tech as well as Wine & Spirits produced in new regions that have a niche differentiator relative to the competition). Agrinam also intends to generally target companies for its Qualifying Acquisition that have adopted strong ESG practices and technologies for the efficient use of resources and are committed to taking care of the environment, including companies that will seek to promote the recycling of resources by applying the circular economy concept to reuse all possible inputs and avoid or reduce pollution and environmental degradation. Notwithstanding the foregoing, Agrinam is not limited to a particular industry or geographic region or set of criteria for purposes of completing its Qualifying Acquisition.

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The Corporation’s management team and board of directors is comprised of: Agustin Tristan Aldave (Chief Executive Officer and Director); Guillermo Eduardo Cruz (Chief Operating Officer and Director); Gustavo Castellanos Lugo (Chief Sustainability Officer); Jéronimo Peralta del Valle (Chief Financial Officer); Luis Alberto Ibarra Pardo (Chief Investment Officer); Nicholas Thadaney (Chairman of the Board and Director); Lara Zink (Director); Jennifer Reynolds (Director); and Donald Olds (Director and Chair of the Audit Committee).

Agrinam Investments, LLC, the sponsor of the Corporation (the “Sponsor“), is a limited liability company formed by Demeter Capital and Maquia Capital, which are firms founded by Agribusiness entrepreneurs, investment bankers, consultants and investors with the desire to boost the agribusiness sector in North America. Maquia Capital’s advisory division is the largest corporate governance advisory firm in Mexico, having advised more than 100 agribusiness companies (65 out of the top 100 in Mexico), and members of Demeter Capital, an Agribusiness growth equity fund based in Mexico, have invested over U.S.$300 million across more than 40 Agribusiness projects and companies in Mexico through several Agribusiness investment funds.

The Corporation’s strategy is to leverage its directors’ and officers’ and the Sponsor’s executive leadership and entrepreneurial expertise, strong advisory and finance capabilities, and industry and investment experience in order to identify and execute an attractive Qualifying Acquisition. Agrinam’s management team and directors will undertake to identify potential investment targets, and use their relationships with senior agribusiness executives to continue to build relationships with company owners, executives, stakeholders, industry experts and financial intermediaries to uncover attractive acquisition opportunities.

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Each Class A Restricted Voting Unit is comprised of one Class A restricted voting share of the Corporation (each, a “Class A Restricted Voting Share“), one share purchase warrant of the Corporation (each, a “Warrant“) and one right of the Corporation (each, a “Right“). Each Right will entitle the holder, commencing 65 days after the closing of our Qualifying Acquisition, to receive, upon conversion thereof and for no additional consideration, one-tenth (1/10) of one Class A Restricted Voting Share (which at such time will represent one-tenth (1/10) of a common share in the capital of the Corporation, subject to adjustments under the terms of the Qualifying Acquisition) and will expire on the day that is six (6) months after the closing date of the Qualifying Acquisition or earlier, as described in the Final Prospectus. Each Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and following the closing of a Qualifying Acquisition, each Warrant would represent the entitlement to purchase one Common Share) for a purchase price of U.S.$11.50, commencing 65 days after the completion of the Qualifying Acquisition and will expire on the day that is five (5) years after the closing date of the Qualifying Acquisition or earlier, as described in the Final Prospectus. Upon the closing of the Qualifying Acquisition, each Class A Restricted Voting Share (unless previously redeemed) will be automatically converted into one common share (“Common Share“) of the Corporation and each Class B share (“Class B Share“) of the Corporation will be automatically converted on a 100-for-1 basis into new proportionate voting shares of the Corporation (the “Proportionate Voting Shares“), with each Proportionate Voting Share being entitled to 100 votes per Proportionate Voting Share and, subject to certain restrictions, being convertible at the option of the holder into Common Shares at a ratio of 100 Common Shares per Proportionate Voting Share. Prior to the consummation of the Qualifying Acquisition, the Class A Restricted Voting Shares may only be redeemed upon certain events.

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The Closing is expected to occur on or about June 15, 2022 and is subject to customary closing conditions, including receipt of all necessary regulatory approvals. The Toronto Stock Exchange (the “Exchange“) has conditionally approved the listing of the Class A Restricted Voting Units, the Class A Restricted Voting Shares, the Warrants and the Rights, subject to the fulfillment by the Corporation of customary Exchange requirements. The Class A Restricted Voting Units are expected to begin trading on the Exchange on an “if, as and when issued” basis on June 13, 2022 under the symbol under the symbol “AGRI.V”. The stock symbols “AGRI.U”, “AGRI.WT.U” and “AGRI.RT.U” have been reserved for the Class A Restricted Voting Shares, the Warrants and Rights, respectively. The Class A Restricted Voting Shares, the Warrants and the Rights comprising the Class A Restricted Voting Units will initially trade as a unit, but it is anticipated that the Class A Restricted Voting Shares, the Warrants and the Rights will begin trading separately approximately forty (40) days following Closing (or, if such date is not a trading day on the Exchange, the next trading day on the Exchange). However, no fractional Warrants or Rights will be issued and only whole Warrants and Rights will trade.

Subject to certain restrictions, the Class A Restricted Voting Shares will be redeemable for a pro-rata portion of the amount then held in the escrow account established with the escrow agent, net of taxes payable and other prescribed amounts.

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Prior to Closing, the Sponsor, together with certain of the Sponsor’s and the Corporation’s affiliates, directors and officers, namely Agustin Tristan Aldave, Gustavo Castellanos Lugo, Luis Alberto Ibarra Pardo, Guillermo Eduardo Cruz, Jeronimo Peralta del Valle, Nicholas Thadaney, Lara Zink, Jennifer Reynolds, and Donald Olds (collectively with the Sponsor, the “Founders“), intend to purchase an aggregate of 3,450,000 Class B shares in the capital of the Company (the “Founders’ Shares“) for aggregate gross proceeds of approximately U.S.$25,000. The Founders have agreed to relinquish up to 450,000 Founders’ Shares to the Corporation without compensation depending on the extent to which the Over-Allotment Option is exercised, such that the Founders’ Shares will represent twenty percent (20%) of the issued and outstanding shares of the Corporation (including all Class A Restricted Voting Shares and Class B shares in the capital of the Corporation, but assuming no exercise of any Warrants or conversion of any Rights).

Concurrent with the Closing, the Founders intend to purchase an aggregate of 7,900,000 share purchase warrants (the “Funding Warrants“) at an effective offering price of U.S.$1.00 per Funding Warrant for aggregate proceeds equal to U.S.$7,900,000 (or 8,710,000 Funding Warrants if the Over-Allotment Option is exercised in full for aggregate proceeds equal to U.S.$8,710,000).

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Upon Closing, an aggregate of U.S.$123,600,000 (representing U.S.$120,000,000 from the sale of the Class A Restricted Voting Units and an additional U.S.$3,600,000 to be funded by the issuance of a portion of the Funding Warrants and contemporaneous capital contribution by the Sponsor to the Class A Restricted Voting Shares) or U.S.$10.30 per Class A Restricted Voting Unit sold to the public, will be placed in the escrow account established with the escrow agent pending completion of a Qualifying Acquisition by the Corporation and will only be released upon certain prescribed conditions.

Borden Ladner Gervais LLP is Canadian legal counsel to the Corporation and the Sponsor. Stikeman Elliott LLP is legal counsel to the Underwriters. Dorsey & Whitney LLP is U.S. legal counsel to the Corporation and the Sponsor. SVB Securities LLC served as non-exclusive financial advisor to the Sponsor in connection with the Offering.

The Offering is only being made to the public by prospectus. The Final Prospectus contains important detailed information about the securities being offered. Investors should read the Final Prospectus before making an investment decision.

This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. A copy of the Final Prospectus is available on SEDAR at www.sedar.com.

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About Agrinam Acquisition Corporation

Agrinam Acquisition Corporation is a newly organized special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting a qualifying acquisition.

About Agrinam Investments, LLC

Agrinam Investments, LLC is a limited liability company formed under the laws of Delaware.

Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor’s and Agrinam’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsor’s or Agrinam’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, statements with respect to the Offering (including the terms, conditions, timing, anticipated used of proceeds, completion thereof, the Over-Allotment Option granted to the Underwriters and the obligations of the Sponsor), the Qualifying Acquisition (including the target business criteria, conditions, timing and completion thereof), the deposit of the gross proceeds from the Offering into an escrow account and the conditional release thereof, and Exchange related matters (including the listing and trading of certain securities of the Corporation).

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Forward-looking statements are based on assumptions, including expectations and assumptions concerning: the Corporation’s ability to complete the Offering, the Agriculture industry in North America and the Corporation’s ability to complete a Qualifying Acquisition. While the Corporation considers these assumptions to be reasonable based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; and the factors discussed under “Risk Factors” in the Final Prospectus.

Neither the Sponsor nor Agrinam undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Agustin Tristan Aldave
Chief Executive Officer
Agrinam Acquisition Corporation
agustin.tristan@agrinamspac.com

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/127194

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Arrow Announces Exercise of Company Warrants

Application being made to exercise 462,500 Warrants

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Calgary, Alberta–(Newsfile Corp. – June 6, 2022) – Arrow Exploration Corp. (AIM: AXL) (TSXV: AXL) (“Arrow” of the “Company“), the high-growth operator with a portfolio of assets across key Colombian hydrocarbon basins, announces that pursuant to the receipt of notices for the exercise of warrants issued in October 2021, it has issued 462,500 new Common Shares of no par value (“Common Shares”).

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The application is being made for 462,500 new Common Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will occur on June 9, 2022. Following Admission, the Company will have 214,567,143 Common Shares in issue with voting rights and admitted to trading on AIM. This figure may be used as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.

For further Information, contact:

Arrow Exploration

Marshall Abbott, CEO +1 403 651 5995
Joe McFarlane, CFO +1 403 818 1033

Brookline Public Relations, Inc.

Shauna MacDonald +1 403 538 5645

Canaccord Genuity (Nominated Advisor and Joint Broker)

Henry Fitzgerald-O’Connor +44 (0)20 7523 8000
James Asensio
Gordon Hamilton

Auctus Advisors (Joint Broker)

Jonathan Wright (Corporate) +44 (0)7711 627449
Rupert Holdsworth Hunt (Broking)

Camarco (Financial PR)

James Crothers +44 (0)20 3781 8331
Rebecca Waterworth
Billy Clegg

About Arrow Exploration Corp.

Arrow Exploration Corp. (operating in Colombia via a branch of its 100% owned subsidiary Carrao Energy S.A.) is a publicly traded company with a portfolio of premier Colombian oil assets that are underexploited, under-explored and offer high potential growth. The Company’s business plan is to expand oil production from some of Colombia’s most active basins, including the Llanos, Middle Magdalena Valley (MMV) and Putumayo Basin. The asset base is predominantly operated with high working interests, and the Brent-linked light oil pricing exposure combines with low royalties to yield attractive potential operating margins. Arrow’s 50% interest in the Tapir Block is contingent on the assignment by Ecopetrol SA of such interest to Arrow. Arrow’s seasoned team is led by a hands-on executive team supported by an experienced board. Arrow is listed on the AIM market of the London Stock Exchange and on TSX Venture Exchange under the symbol “AXL”.

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Forward-looking Statements

This news release contains certain statements or disclosures relating to Arrow that are based on the expectations of its management as well as assumptions made by and information currently available to Arrow which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Arrow anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “continue”, “expect”, “opportunity”, “plan”, “potential” and “will” and similar expressions. The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Arrow, including without limitation, Arrow’s evaluation of the impacts of COVID-19, the potential of Arrow’s Colombian and/or Canadian assets (or any of them individually), the prices of oil and/or natural gas, and Arrow’s business plan to expand oil and gas production and achieve attractive potential operating margins. Arrow believes the expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations, and assumptions will prove to be correct.

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The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/126557

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