AUSTON CAPITAL CORP. Southern Sky Resources Corp. entered into a binding letter of intent to acquire Auston Capital Corp. (TSXV:ASTN.P) in a reverse merger transaction on June 10, 2021.
Southern Sky Resources Corp. entered into an amalgamation agreement to acquire Auston Capital Corp. (TSXV:ASTN.P) in a reverse merger transaction on October 5, 2021.
Prior to the closing of the proposed transaction, Auston will consolidate its outstanding Auston Shares on the basis of one (1) new Auston Share for each 2.25 old Auston Shares, such that, prior to closing of the proposed transaction, Auston will have approximately 3,031,111 Auston Shares issued and outstanding. It is intended that Auston Shares will be issued to holders of Southern Sky Shares on the basis of one (1) post-Consolidation Auston Share for every one (1) Southern Sky Share, resulting in the issuance of an aggregate 20,500,000 post-Consolidation Auston Shares to the shareholders of Southern Sky. In connection with the proposed transaction, Southern Sky will arrange a concurrent financing of Auston or Southern Sky securities for gross proceeds of at least CAD 2 million at a price of at least CAD 0.40 per share.
It is anticipated that the resulting entity will continue the business of Southern Sky under a name to be determined by Southern Sky. The name of resulting issue is expected to be Southern Sky Gold Corp. Upon completion of the proposed transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange, with Southern Sky as its primary operating subsidiary.
In conjunction with and upon closing of the transaction, the Board of Directors of the Resulting Issuer are expected to consist of three directors, whom will be nominated by Southern Sky. The existing directors and officers of Auston shall resign at or prior to the closing of the proposed transaction. Roger Connors is expected to be Executive Chairman, President and Chief Executive Officer of the Resulting Issuer and Dominic O'Sullivan, Independent Director.
The other officers to be determined in due course by the board of directors of the Resulting Issuer. Matthew Hoyt will also form part of the Board. The completion of the proposed transaction remains subject to a number of terms and conditions, including, among other things: the negotiation and execution of the definitive agreement; the parties obtaining all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the exchange subject only to customary conditions of closing; the consolidation, name change and any other corporate changes requested by Southern Sky; completion of the concurrent financing.
The transaction requires that the holders of not more than 2% of the issued and outstanding Southern Sky Shares shall have exercised their rights of dissent granted. As of March 11, 2022, the TSX Venture Exchange has approved the transaction. Southern Sky Shareholders approved the Amalgamation on March 29, 2022.
