POCML 5 Announces Proposed Qualifying Transaction with Exploration Stage Issuer
TORONTO, Nov. 30, 2020 (GLOBE NEWSWIRE) -- POCML 5 Inc. (the “Company”) announces that it has entered into a binding agreement dated November 30, 2020 (the “Letter Agreement”) with an arm’s length,
Ontario based mineral exploration company that holds exploration stage assets in South America (the “Target”) to effect a business combination of the two companies (the “Proposed Transaction”). The
Proposed Transaction will be a reverse takeover of the Company by the Target and its shareholders.
The Company is a Capital Pool Company (“CPC”) and intends the Proposed Transaction to constitute its Qualifying Transaction (the “Qualifying Transaction”) under the policies of the TSX Venture Exchange (the “Exchange”).
It is currently anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, merger, amalgamation, arrangement or other similar form of transaction as is acceptable to the parties.
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) the Company will effect a name change to such name as may be determined by Target; and (ii) the Company will consolidate the issued and outstanding common shares in the capital of the Company (the “POCML5 Shares”) on the basis of one “new” POCML5 Share for every four “old” POCML5 Shares issued and outstanding (the “Consolidation”).
Pursuant to the Proposed Transaction, holders of the issued and outstanding common shares of the Target (the “Target Shares”) will receive one POCML5 Share (as they exist on a post-Consolidation basis) for each Target Share held (the “Exchange Ratio”). Pursuant to the Proposed Transaction, all existing securities convertible into Target Shares shall be exchanged, based on the Exchange Ratio, for similar securities to purchase POCML5 Shares on substantially similar terms and conditions.
There are currently an aggregate of 10,140,000 POCML5 Shares issued and outstanding, as well as 1,000,000 stock options, each exercisable to acquire one POCML 5 Share at an exercise price of $0.10. In connection with the Proposed Transaction, all outstanding unexercised stock options of POCML5 shall expire immediately prior to the completion of the Proposed Transaction.
If the Proposed Transaction is completed, it is anticipated that the board of directors of the Company shall be reconstituted to consist of such directors as the Target shall determine, subject to the minimum residency requirements of the Business Corporations Act (Ontario), and all existing officers of the Company shall resign and be replaced with officers appointed by the new slate of board of directors.