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News
Moon River Capital Ltd. Completes Proposed Qualifying Transaction
Toronto, Ontario–(Newsfile Corp. – November 15, 2023) – Moon River Capital Ltd. (TSXV: MOO.P) (“Moon River” or the “Company“) is pleased to announce that it has completed its previously announced acquisition (the “Transaction“) of all of Generation Mining Ltd.’s (“GM“) right and interest in a mineral property including six (6) mineral leases covering approximately 1,631.8 hectares located near the town of Smithers, British Columbia, which hosts a large molybdenum-tungsten deposit (the “Davidson Property“).
In connection with the completion of the Transaction, the TSX Venture Exchange (the “TSXV“) has conditionally approved the listing of the common shares of the Company (the “Common Shares“) as a Tier 2 mining issuer and the Common Shares are expected to resume trading on the TSXV under the ticker symbol “MOO” on or about November 20, 2023. A further press release will be issued in advance of resumption of trading.
Ian McDonald, Chairman of Moon River, comments, “We are very pleased to have completed the acquisition of the Davidson Property and look forward to commencing a Preliminary Economic Assessment.“
The Transaction constitutes the Company’s Qualifying Transaction (as defined in Policy 2.4 – Capital Pool Companies of the TSXV) and was completed in accordance with the terms of an asset purchase agreement dated September 13, 2023 entered into between the Company and GM (the “Agreement“). Pursuant to the Agreement, and as a result of the Transaction, GM assigned Moon River all of its rights, interests and obligations under a vending agreement dated April 1, 2016, as amended, entered into with Roda Holdings Inc. (“Roda“) and Mr. Donald Davidson (the “Davidson Agreement“), under which GM held the right to prospect, develop and mine the Davidson Property and the right to acquire the Davidson Property.
Pursuant to the Agreement, the Company: (i) paid GM $630,000 in cash; (ii) issued 9,000,000 Common Shares to GM; and (iii) to the extent GM remains a 10% holder of Moon River, the Company granted GM (a) the right to nominate one director to the board of directors of Moon River, and (b) the pre-emptive right to retain its pro rata equity interest in Moon River in the event of future equity financings.
In connection with the completion of the Transaction, the 12,000,000 outstanding subscription receipts of the Company (the “Subscription Receipts“) were converted into 12,000,000 Common Shares in accordance with the terms of the subscription receipt agreement dated October 25, 2023 entered into between the Company and TSX Trust Company (the “Subscription Receipt Agreement“). In addition, the escrowed proceeds from the subscription receipt financing were released in accordance with the provisions of the Subscription Receipt Agreement. In consideration of the introduction of subscribers to the Company, the Company paid certain eligible persons (the “Finders“) (i) an aggregate cash commission of $100,380 and (ii) an aggregate of 336,280 finder warrants (“Finder Warrants“). Each Finder Warrant entitles the holder thereof to acquire one Common Share at a price of $0.25 per Common Share for a period of 24 months following closing of the Transaction.
All securities issued in connection with the Transaction are subject to a statutory resale hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Securities issued to Principals (as defined in the policies of the TSXV) are subject to the four-month exchange hold period referred to in TSXV Policy 3.2 – Filing Requirements and Continuous Disclosure.
Following the Transaction, the leadership team of the Company was reconstituted as follows:
- Paul Parisotto – President, Chief Executive Officer and Director
- Tong Yin – Chief Financial Officer
- Lorna MacGillivray – Corporate Secretary
- Ian McDonald – Director and Chairman of the Board
- Gordon Reid – Director
- Jamie Levy – Director
As described in the Company’s filing statement dated October 31, 2023, available under the Company’s profile on SEDAR+ at www.sedarplus.ca (the “Filing Statement“), certain of the Company Shares are subject to escrow requirements or seed share resale restrictions in accordance with TSXV Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions.
Pursuant to the Agreement, GM acquired 9,000,000 Common Shares. Prior to the completion of the Transaction, GM did not own any securities of the Company. Upon completion of the Transaction, GM beneficially owns or controls 9,000,000 Common Shares representing approximately 27.30% of the Company’s issued and outstanding Common Shares on a non-diluted and partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, GM may from time to time increase or decrease its holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting GM at (416) 640-0280. The Company is located at 217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2. GM is located at 100 King Street West, Suite 7010, PO Box 70, Toronto, Ontario M5X 1B1.
Additional information related to the Company’s business, the Financing and the Transaction (including the members of the management team and board of directors listed above) is available in the Filing Statement.
The Davidson Agreement
Effective concurrently with the assignment to Moon River of GM’s rights, interests and obligations under the Davidson Agreement and closing of the Transaction, the Davidson Agreement was amended. Moon River is now the holder of the exclusive right of access to and from, and to enter upon and take possession of and prospect, develop and mine the Davidson Property, and holds the right to remove and ship therefrom all ore, bullion, concentrates and minerals recovered in any manner from the Davidson Property all subject to the provisions of the Davidson Agreement (collectively, the “Rights“). Roda shall transfer ownership and title to Moon River upon the earlier of: (i) Moon River obtaining bona fide funding commitments in amounts sufficient to construct a mine capable of mining at least 500,000 tons of ore per year where registration of title documents is required by the parties providing funding; or (ii), on notice to Roda of commencement of commercial production at levels sufficient to result in the mining of at least 500,000 tons of ore within one year from commencement of commercial production. In consideration of the Rights, Moon River shall pay Roda $100,000 annually and reimburse Roda for the annual lease and property maintenance payments in connection with the mining leases.
Upon transfer of title from Roda to Moon River, Roda shall reserve to itself and Moon River will grant a 3% net smelter return royalty (“NSR“). If the NSR payments to Roda in a fiscal year are less than $100,000, Moon River must make a payment to Roda equivalent to the difference between the NSR payments for the fiscal year and $100,000.
As security for the performance of Moon River’s obligations under the Davidson Agreement, Roda also has a first ranking mortgage of and security interest in Moon River’s right, title and interest in the Davidson Agreement, the Davidson Property and minerals and mineral products extracted or produced therefrom. Roda also has the right to terminate the Davidson Agreement and/or require the transfer back of the Davidson Property in certain circumstances.
Moon River has a right of first refusal in respect of the transfer from Roda to any third party of all or any part of the Davidson Property, the NSR, or any of Roda’s rights under the Davidson Agreement.
Stock Option Plan and Grant of Options
The Company further announces that its board of directors approved a revised stock option plan (the “Option Plan“) on October 31, 2023, amending the terms of the Company’s previous stock option plan to comply with the revised policies of the TSXV for security-based compensation. The Option Plan provides that the aggregate number of securities reserved for issuance under the Option Plan, combined with any other compensation securities of the Company will not exceed 10% of the number of Common Shares issued and outstanding from time to time.
The Option Plan will be presented to the Shareholders of the Company for ratification and approval at the annual and special shareholder meeting to be held on December 18, 2023.
Concurrently with closing of the Transaction, the Company granted an aggregate of 2,820,000 options to purchase Common Shares exercisable at a price of $0.25 per Common Share for a period of ten (10) years (the “Options“) to certain directors, officers and consultants of the Company. The grant and exercise of the Options is subject to (i) disinterested shareholder approval; and (ii) shareholder approval of the Option Plan at the annual and special meeting of shareholders. The Options shall not vest until the above-mentioned shareholder approvals have been received by the Company.
The securities referred to in this press release have not been, nor will they 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 the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the issuer and its management, as well as financial statements.
About Moon River
Moon River is a Canadian-based resource company focused on the acquisition, exploration and development of mineral projects. Moon River is focused on the development of the Davidson Property which consists of six (6) mineral leases covering approximately 1,631.8 hectares in British Columbia. The Davidson Property hosts a large molybdenum-tungsten deposit.
For further information please contact:
Paul Parisotto, President, Chief Executive Officer and Director, at (416) 560-4526 or pparisotto@coniston.ca.
Forward-Looking Statements:
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends”, “expects” and similar expressions, which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the timing for the commencement of trading of the Common Shares on the TSXV, completion of a Preliminary Economic Assessment on, and the development of, the Davidson Project.
These forward-looking statements reflect the current view of the Company, represent the expectations of the Company as of the date of this press release, and are based on certain assumptions that the Company has made in respect thereof as at the date of this press release.
Although the Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including risks detailed in the Company’s Filing Statement and continuous disclosure, a copy of which is available on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.
These risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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. 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.
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