TORONTO, June 14, 2022 (GLOBE NEWSWIRE) — Logica Ventures Corp. (the “Company”), a capital pool company trading on the TSX Venture Exchange Inc. (the “TSXV”) is pleased to announce that it has entered into a letter of intent dated June 14, 2022 (the “LOI”) with Alpha Gold North Inc. (“AGN”), which outlines the general terms and conditions pursuant to which the Company and AGN intend to complete a transaction that will result in the Company acquiring all of the issued and outstanding securities of AGN (the “Proposed Transaction”). The Proposed Transaction will constitute the Company’s qualifying transaction under the policies of the TSXV.
Alpha Gold North Inc.
AGN is an arm’s length, private, mineral exploration company incorporated under the laws of the Province of Ontario on October 2, 2020. AGN is not a reporting issuer. AGN does not currently have any shareholders that would qualify as a “Control Person”, as such term is defined in TSXV Policy 1.1. AGN owns the Mine Brook Property (the “Mine Brook Property”) located in the Province of Newfoundland and Labrador. The Mine Brook Property comprises 20 claims covering a total area of 500 ha.
The Proposed Transaction is expected to be completed by way of a three-cornered amalgamation or other similarly structured transaction which will result in AGN becoming a wholly-owned subsidiary of the Company. Upon completion of the Proposed Transaction, it is expected that the resulting entity (the “Resulting Issuer”) will carry on the business previously carried on by AGN.
Pursuant to the Proposed Transaction, the Company will acquire 100% of the issued and outstanding shares of AGN on a share exchange ratio of one Company common share (each, a “Company Share”) for one AGN common share (each, an “AGN Share”).
Completion of the Proposed Transaction will be subject to a number of conditions precedent set forth in the LOI, including, but not limited to: (i) the negotiation and execution of a definitive agreement (the “Definitive Agreement”) on or before September 30, 2022; (ii) AGN’s completion of certain share buy-back transactions; (iii) approval of the shareholders of AGN and, if applicable, of the Company; (iv) AGN’s completion of a concurrent financing; and (v) receipt of all requisite regulatory and third party approvals, including conditional approval by the TSXV of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed on the terms proposed in the LOI or at all.
There can be no assurances that the common shares of the Resulting Issuer will begin trading either on the TSXV, or at all, and neither the Company nor AGN makes any representations that the Proposed Transaction will be completed as contemplated or that trading on any stock exchange of the securities of the Company or AGN will occur.
When a Definitive Agreement between the Company and AGN is executed, the Company will issue a subsequent press release containing the details of the Definitive Agreement and additional terms of the Proposed Transaction.
Summary of Proposed Directors and Officers of the Resulting Issuer
The board and management of the Resulting Issuer will be comprised of AGN nominees, and is expected to include Trumbull Fisher (chief executive officer and director), Alan Rootenberg (chief financial officer and director), Bob Metcalfe (independent director) and Clayton Fisher (independent director).
The following are brief descriptions of the currently proposed directors and officers of the Resulting Issuer:
Trumbull Fisher – Chief Executive Officer and Director
Mr. Fisher has approximately 15 years of capital markets expertise in various capacities. In the past, he served as a co-founder of Casimir Capital’s, a former IIROC dealer’s, Canadian Sales and Trading operation. Upon leaving Casimir, he cofounded Sui Generis, an offshore hedge fund that was eventually sold to a Canadian asset manager, where he acted as head of trading. Trumbull previously served as president of New Wave Holdings Corp. (previously New Wave Esports Corp.), an Esports investment company. Trumbull has extensive experience in raising capital, advising businesses and managing successful teams in the capital markets industry.
Alan Rootenberg – Chief Financial Officer and Director
Mr. Rootenberg is a chartered professional accountant who has served as the chief financial officer of a number of publicly traded companies listed on the Toronto Stock Exchange, TSXV, OTCBB and Canadian Securities Exchange. These companies include mineral exploration, mining, technology and cannabis companies. Mr. Rootenberg has a Bachelor of Commerce degree from the University of the Witwatersrand in Johannesburg, South Africa and received his CPA designation in Ontario, Canada.
Bob Metcalfe – Independent Director
Mr. Metcalfe was a senior partner with the law firm Lang Michener LLP for 20 years. He is the former president and chief executive officer of Armadale Properties and counsel to all of the Armadale Group of Companies, with significant holdings across numerous industries including finance, construction of office buildings, airport ownership, management and refurbishing, land development, automotive dealerships as well as newspaper publishing, radio and television stations. Mr. Metcalfe has served as president, chief executive officer, lead director, chairman and committee member on numerous publicly listed natural resource and industry company corporate boards globally, including Medoro Resources Ltd. from August 2009 to June 2011 (chairman); Petro Magdalena Energy Corp. from July 2009 to April 2012; as well as the former chairman of the board of Alberta Oilsands Inc. from 2012 to 2015. As director and shareholder, Mr. Metcalfe has been engaged in numerous acquisitions, divestitures, corporate reorganizations, financings and corporate improvements, as well as serving on numerous special committees across many sectors.
Clayton Fisher – Independent Director
Mr. Fisher has 15 years of experience in the financial services and capital markets sectors. During his time as an Investment Advisor with Raymond James Ltd, Mr. Fisher evaluated and financed numerous mineral exploration companies. Mr. Fisher has previously held chief executive officer, director, and advisory roles for private and public corporations. He holds a degree in Economics and Finance from the University of Victoria.
ON BEHALF OF THE BOARD
Neither 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.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to the Company, AGN and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Notice Regarding Forward Looking Statements
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Proposed Transaction and the proposed business of the Resulting Issuer. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.