05 May MAGNA MINING INC. CLOSES QUALIFYING TRANSACTION
MAGNA MINING INC. CLOSES QUALIFYING TRANSACTION
Toronto, Ontario, May 5, 2021 – Magna Mining Inc. (formerly CT Developers Ltd.) (the “Company”) is pleased to announce that, effective May 4, 2021, it has completed the acquisition of all of the issued and outstanding securities of Magna Mining Corp. (“Magna”), which is intended to constitute the Company’s qualifying transaction (the “Qualifying Transaction”) as defined under the policies of the TSX Venture Exchange (the “Exchange”).
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange Bulletin (the “Bulletin”) by the Exchange, following which the Company will be classified as a Tier 1 Mining Issuer, trading under the symbol “NICU”. Subject to such final approval, trading of the Company’s common shares (each, a “Share”) on the Exchange is expected to commence on or about May 11, 2021. The Company will issue a news release once the Exchange issues the Bulletin and confirms the listing date.
Immediately prior to the closing of the Qualifying Transaction (the “Closing”), the Company effected a consolidation of its outstanding Shares on the basis of one post-consolidation Share for each four pre-consolidation Shares (the “Consolidation”), and changed its name from “CT Developers Ltd.” to “Magna Mining Inc.” (the “Name Change”). The Consolidation and the Name Change, among other matters, were approved by the shareholders of the Company at an annual and special meeting of shareholders held on March 1, 2021.
The Qualifying Transaction was completed by way of a three-cornered amalgamation pursuant to which, among other things, (i) Magna amalgamated with 2813443 Ontario Inc., a wholly-owned subsidiary of the Company, pursuant to the provisions of the Business Corporations Act (Ontario) and continued as an amalgamated corporation under the name “Magna Mining (Canada) Corp.” (“Amalco”), and (ii) all of the outstanding common shares of Magna (each, a “Magna Share”) were exchanged for an aggregate of 61,832,817 post-Consolidation Shares (including the Shares issued on conversion of the Magna subscription receipts as described below) on the basis of 1.625 Shares for each Magna Share (the “Exchange Ratio”), and the convertible securities of Magna were replaced with convertible securities of the Company.
In connection with the Closing, all subscription receipts issued by Magna on February 12, 2021 in connection with its $7 million brokered private placement, which was conducted through a syndicate of agents led by Canaccord Genuity Corp., and including Paradigm Capital Inc., Desjardins Securities Inc. and Eight Capital (the “Concurrent Financing”), were automatically converted, without payment of additional consideration, into an aggregate of 17,763,768 post-Consolidation Shares and 8,881,884 common share purchase warrants of the Company (each a “Warrant”) based on the Exchange Ratio. Each Warrant is exercisable into one Share at a price of $0.615 per Share for a period of 18 months following the Closing, subject to adjustment in certain events and the right of the Company to accelerate the expiry date of the Warrants, if, at any time following the date that is four months and one day following the closing of the Concurrent Financing, the volume-weighted average trading price of the Shares for any 10 consecutive trading days is greater than $0.92 per Share. Proceeds from the Concurrent Financing have been released from escrow to the Company.
Additional information with respect to the Qualifying Transaction and the business of the Company as a result of the Closing is available in the Company’s filing statement dated March 31, 2021 (the “Filing Statement”), which is available on the Company’s SEDAR profile at www.sedar.com.
The Company intends to email Direct Registration System (“DRS”) advices to all former shareholders of Magna for whom it has email addresses prior to May 7, 2021 (other than those shareholders that previously requested their Shares be issued in certificated form) setting out each holder’s shareholdings. DRS advices will be mailed to any shareholders for whom the Company does not have email addresses. Shareholders wishing to confirm their email address to the Company should contact Jason Jessup at firstname.lastname@example.org. Shareholders wishing to receive a physical share certificate should contact the Company’s transfer agent, Computershare Investor Services Inc. for information on how to obtain a physical share certificate in place of a DRS advice. The ISIN number for the Shares is CA55925F1027.
Outstanding and Escrowed Shares
Following the Closing, there are 63,717,429 post-Consolidation Shares issued and outstanding on an undiluted basis. As disclosed in the Filing Statement, 21,616,958 Shares (representing approximately 33.9% of the issued and outstanding Shares on an undiluted basis) and 1,665,625 stock options of the Company have been deposited into escrow with TSX Trust Company pursuant to a Tier 1 value security escrow agreement, and an additional 257,500 Shares remain subject to a capital pool company escrow agreement.
Board of Directors
Following the Closing, the board of directors of the Company is comprised of Jason Jessup, Derrick Weyrauch, Vernon Baker, Carl DeLuca and John Seaman, and officers of the Company are Jason Jessup (Chief Executive Officer), Derrick Weyrauch (Interim Chief Financial Officer) and Paul Fowler (Senior Vice President and Corporate Secretary). Information regarding the backgrounds of directors and management of the Company can be found in the Filing Statement.
Early Warning Requirements – Jason Jessup
Jason Jessup, the Chief Executive Officer and a director of the Company, announces his intention to file an early warning report in accordance with Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers for securities of the Company.
Mr. Jessup intends to file an early warning report related to the acquisition of 10,345,884 Shares issued in exchange for his Magna Shares in connection with the Closing.
Immediately prior to the Closing, Mr. Jessup did not, directly or indirectly, hold any Shares. Immediately following the Closing, Mr. Jessup holds, directly or indirectly, an aggregate of 10,345,884 Shares (representing approximately 16.2% of the issued and outstanding Shares on an undiluted basis), as well as 40,625 stock options and 12,512 Warrants. Mr. Jessup directly holds 327,109 Shares and beneficially owns or controls 10,018,775 Shares registered in the name of Mine Management Partners Limited, a company controlled by Mr. Jessup. Certain of the Shares and all stock options of the Company held by Mr. Jessup, directly or indirectly, were deposited into escrow in connection with the Closing, as described above.
In accordance with applicable securities laws, Mr. Jessup may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments of the Company in the open market or otherwise, and reserves the right to dispose of any or all of such securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to such securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors, subject to applicable escrow restrictions.
To obtain a copy of the early warning report, please contact Mr. Jessup at email@example.com. Additionally, a copy of the early warning report will be filed by Mr. Jessup under the Company’s profile on SEDAR at www.sedar.com.
For more information, contact:
Magna Mining Inc.
Chief Executive Officer
Phone: (705) 665-0262
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) has in any way passed upon the merits of the Qualifying Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.
Certain statements contained in this press release constitute forward-looking information, including statements regarding the expected issuance of the final Bulletin and the expected commencement of trading of the Shares on the Exchange. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties’ current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties. Please refer to the Filing Statement and other SEDAR filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to obtain the necessary corporate, regulatory and other third parties approvals. The forward looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.