Fusion Gold Ltd. Provides Update on Qualifying Transaction with Battery Mineral Resources Corp.
Newsfile Corp.
5 min read
Vancouver, British Columbia--(Newsfile Corp. - March 25, 2020) - Fusion Gold Ltd. (TSXV: FML.P) ("Fusion" or the "Company"), announces that it has extended the time for completion of the qualifying transaction described in its news release on December 24, 2019 with Battery Mineral Resources Corp ("Battery").
In light of current market conditions, the parties have entered into an amendment to the Definitive Agreement to (1) extend the deadline to complete the Transaction from April 30, 2020 to May 31, 2020 and (2) reduce the condition that Battery completes a private placement for aggregate proceeds of at least $5 million to at least $4 million. The Company is pleased to confirm that Battery has met this condition and has raised an aggregate of $4.6 million to date.
On December 23, 2019, the Company entered into definitive amalgamation agreement (the "Definitive Agreement") with Battery, 1234525 B.C. Ltd., a newly incorporated wholly-owned subsidiary of Fusion ("Fusion Subco"), and Weston Energy LLC ("Weston"). Pursuant to the Definitive Agreement, Battery and Fusion Subco will amalgamate, shareholders of Battery will exchange their shares of Battery for shares of Fusion on a one-for-one basis (on a post-Consolidation basis (as defined below)) and Battery will become a wholly-owned subsidiary of Fusion (the "Transaction").
In connection with the Transaction, Fusion intends to consolidate its common shares on a 2:1 basis (the "Consolidation"). In addition, on closing of the Transaction, Fusion will change its name to "Battery Mineral Resources Inc." or such other similar name as Battery may direct and which is acceptable to the TSX Venture Exchange (the "Exchange") and other applicable regulatory authorities.
As previously disclosed, Fusion is a "capital pool company" and it is intended that the Transaction, when completed, will constitute the "qualifying transaction" of Fusion for the purposes of Policy 2.4 - Capital Pool Companies of the Exchange.
Additional information concerning the Transaction, Battery, Fusion, Weston and the resulting issuer is provided in its news releases dated December 9, 2019 and December 24, 2019, and will be provided in a filing statement to be filed in connection with the Transaction, which will be available under Fusion's SEDAR profile at www.sedar.com.
In accordance with the policies of the Exchange, the Fusion common shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Transaction.
Cautionary Note
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority 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 a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Fusion Gold Ltd. David DeWitt, Director Phone: 604 628 1100
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Fusion's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release include information relating to the business plans of Fusion and Battery and the completion of the Transaction (including Exchange approval and the closing of the Transaction).
Such forward-looking statements and information reflect the current view of Fusion and are based on certain assumptions that Fusion believes are reasonable. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information include, among others, that there is no assurance that Fusion and Battery will obtain all requisite approvals for the Transaction, including the approval of the Battery shareholders or the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction). When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Fusion has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, Fusion cautions that the foregoing material factors is not an exhaustive list and is subject to change, and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Fusion as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Fusion may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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