Key Terms of the Transaction
Immediately prior to closing of the Transaction, the Company will contribute an intercompany debt owed by i-minerals
At the closing of the Transaction, the Company will sell all of the shares of i-minerals
The Share Value will be satisfied by BV Lending on a non-cash basis by the set off of an equal amount of debt owed by the Company to BV Lending (the 'Set Off').
Immediately following the Set Off, BV Lending will transfer to the Company the balance of the debt owed by the Company owed by BV Lending (which debt was approximately
Previously entered into loan agreements dated
The Company will be subject to non-competition and non-solicitation covenants in favour of BV Lending for a period of five years commencing on closing of the Transaction.
The Transaction is subject to the approval of the Transaction by shareholders of the Company (the 'Shareholders') and the
As part of the Transaction, BV Lending has agreed to pay taxes that will become payable by the Company as a result of the Transaction (approximately
Following the completion of the Transaction, the Company will have a stronger balance sheet as virtually of its debt will be eliminated. Nevertheless, the Company will not have any mineral properties due to the sale of i-minerals
Additional Details of the Transaction
Disposition of All or Substantially All the Property of the Company
The Transaction involves the disposition of i-minerals
Pursuant to the CBCA, any registered holders of the Company' shares have a right to dissent ('Dissenting Right'). Each dissenting shareholder is entitled to be paid the fair value of all, but not less than all, of the holder's Shares, provided that the holder duly dissents to the Transaction and the Transaction is approved by the required shareholders approval.
Related Party Transaction
BV Lending, a party to the Transaction, is a company founded by Mr.
Special Committee and Fairness Opinion
In order to ensure that the interests of the Company are fairly considered in the negotiation and review of the Transaction and to manage the conflicts of interest that may arise in the context of the Transaction, the Company established a Special Committee consisting of independent directors who does not have a financial interest in the Transaction that is different from that of the Shareholders (the 'Special Committee') to oversee the evaluation and negotiation of the Transaction. The Special Committee retained
RwE has provided an opinion (the 'Fairness Opinion') to the Company that, subject to the assumptions and limitations set forth therein, the Transaction is fair, from a financial point of view, to the Shareholders.
Exchange Approval
The Transaction is also subject to approval from the
Closing Conditions
Closing of the Transaction is subject to a number of key conditions including shareholder approval,
Resignation of
The Company also announces that in advance of the board of directors meeting to consider and approve the Transaction,
About BV Lending
BV Lending is an
The Company is indebted to BV Lending in the amount of approximately
About the Company
The Company was incorporated under the laws of
The Company is engaged in the exploration, evaluation and development of mineral assets including the aforementioned Helmer-Bovill Property. Following the completion of the Transaction, the Company will not have any mineral properties due to the sale of i-minerals
Contact:
T: 877-303-6573
T: 604-303-6573
Email: info@imineralsinc.com
Website: www.imineralsinc.com
This News Release includes certain forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions, and expectations. They are not guarantees of future performance. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, many of which are beyond the Company's control. Such factors include, among other things: ability to complete the Transaction (including obtaining all necessary shareholder and regulatory approvals), the need to comply with environmental and governmental regulations, changes in the worldwide price of mineral market conditions, risks inherent in mineral exploration, risk associated with development, construction and mining operations, the uncertainty of future profitability and uncertainty of access to additional capital. Accordingly, actual and further events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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