CALGARY, May 14, 2020 /CNW/ - INTERBIT
LTD. (TSX Venture: IBIT) (the "Company") is pleased
announce that, further to its news release dated March 20, 2020, the TSX Venture Exchange (the
"Exchange") has granted conditional acceptance of the
Company's proposed "Change of Business" transaction ("COB
Transaction") pursuant to the policies of the Exchange, with
the result that the Company will become a Tier 2 mining issuer
under the policies of the Exchange and will initially be engaged in
the exploration and development of prospective mineral properties
(the "Resulting Issuer").
COB Transaction
Option Agreement
Under the proposed COB Transaction, the Company entered into an
option agreement dated March 20, 2020
(the "Option Agreement") with Mr. Mike Leahy, whereby the Company has been granted
the option (the "Option") to acquire a 100% interest in and
to the Mike Leahy Property (the "Property"). The Optionor is
the sole registered owner of the Property. See the Company's
March 20, 2020 press release for a
description of the terms and conditions of the Option Agreement and
the Option.
The Property and 43-101 Technical Report
The Property is located in north central Eby Township and in the southern part of
adjacent Grenfell Township,
immediately west of Highway 11 and approximately 15 kilometres
southwest of Kirkland Lake,
Ontario. The property is also 10 kilometres west-southwest
from the producing Macassa Mine. The Property consists of and to
twenty-seven (27) mineral claims totaling approximately 500.3
hectares.
The Property is described in detail in a technical report
entitled "Technical Report on the Leahy Property, Kirkland Lake Area, Ontario, Canada", dated effective March 31, 2020, prepared by Tudorel Ciuculescu,
M.Sc., P.Geo. of Roscoe Postle Associates Inc. (now part of SLR
Consulting Ltd.) for the Company, which technical report has
been filed on SEDAR at www.sedar.com under the profile of the
Company.
Consolidation
In connection with the COB Transaction it is also proposed that
the Company complete a consolidation of the issued and outstanding
common shares of the Company ("Shares") on the basis of one
(1) post-consolidation Share for each two (2) pre-consolidation
Shares (the "Consolidation"). A special resolution for the
approval of the Consolidation will be put to the Company's
shareholders for consideration at the Company's shareholder
meeting, as described below.
Name Change
In connection with the COB Transaction it is also proposed that
the Company complete a name change to "North Peak Resources Ltd."
or another name as the board of directors of the Company deems
appropriate and as is acceptable to regulators having jurisdiction
over the Company (the "Name Change"). A special resolution
for the approval of the Name Change will be put to the Company's
shareholders for consideration at the Company's shareholder
meeting, as described below.
Shareholder Approval and Meeting
Shareholder approval for the proposed COB Transaction, the
Consolidation, the Name Change, and annual meeting matters will be
sought by the Company at its Annual and Special Meeting of
Shareholders called for June 24, 2020
(the "Meeting"). In connection with the foregoing Company
shareholder approval, a Notice of Meeting and Management
Information Circular providing a detailed description of the
proposed COB Transaction and related matters (collectively, the
"Meeting Materials") will be distributed or made available
to the Company's shareholders, accordingly. The Company will issue
an additional press release providing Meeting details and
information regarding the Meeting Materials.
Sponsorship
Pursuant to Exchange Policy 2.2, sponsorship is generally
required in conjunction with a "Change of Business" transaction.
The Company has applied for and obtained a waiver from the
sponsorship requirement in connection with the COB Transaction.
About the Resulting Issuer
Board of Directors and Management
Upon the Completion of the Change of Business, the proposed
directors and officers of the Resulting Issuer are as follows:
Brian Hinchcliffe – New York, USA - Executive Chairman and Chief
Executive Officer - Mr. Hinchcliffe has been involved in
projects in the natural resources sector for nearly 30 years and
has sat on the board of directors of numerous publicly listed
companies. He served as Vice President at Goldman Sachs for ten
years before launching an entrepreneurial career. Mr. Hinchcliffe
is a co-founder of Kirkland Lake Gold Inc. and previously served as
its President and CEO. Mr. Hinchcliffe is also formerly the
Executive Chairman of Rupert Resources Ltd.
John Thomson – Perthshire, UK - Director - Mr. Thomson,
a Chartered Accountant from Scotland who has also studied at INSEAD (a
graduate business school), has worked internationally in a variety
of senior roles for companies including PepsiCo. He is
formerly the Chief Financial Officer of Kirkland Lake Gold
Inc. Mr. Thomson is also a Chairman of a private-equity
backed company and non-executive director of a Canadian fintech
company.
Mike Sutton – Ontario, Canada - Nominee Director - Mr.
Sutton, P.Geo, was Chief Geologist for Kirkland Lake Gold Inc. from
2001 to 2007. Thereafter, Mr. Sutton was the Vice President of
Exploration Vault Minerals (subsequently acquired by Queenston
Mining) from 2007 to 2010. Mr. Sutton worked as a Senior Geologist
at Queenston Mining which was acquired by Osisko Mining in 2010. He
then worked as Vice President of Exploration Galway Resources until
2012. From 2014-2016, Mr. Sutton worked as the Senior Geologist at
Canadian Malartic Corp. Since 2016
he has been working as a Consulting Geologist.
Rob Suttie – Ontario, Canada - Chief Financial Officer,
Corporate Secretary and Director - Mr. Suttie possesses more
than twenty years' experience in financial services, including over
ten years in public accounting, specializing in management
advisory, accounting, and financial disclosure. His public company
experience includes financial disclosure and reporting, initial
public offerings, business combinations and asset carve-outs, and
spin-out transactions. He serves as in an executive officer or
directorship capacity to a number of companies listed on the TSX,
the Exchange and CSE, is a director of Rupert Resources Ltd. and
currently President of Marrelli Support Services Inc.
Chelsea Hayes – Berkshire, Director - Ms. Hayes has been
working as a marketing and communications advisor for over 25
years. Ms. Hayes was a Founding Director of financial PR
consultancy, Pelham Public Relations, before merging with
Bell Pottinger and then leaving the
business. Since then she has been involved in founding and growing
several other businesses in the UK and is currently completing an
MBA at Henley Business School.
Gordon Chmilar – Alberta, Canada - Nominee Director - Mr.
Chmilar is a partner of Gowling WLG in Calgary, Alberta. Mr. Chmilar frequently
represents issuers, underwriters and investors in public and
private securities offerings, and has gained extensive experience
in international mining, technology and oil & gas related
financings and transactions. Mr. Chmilar acts for Canadian and
international public and private clients in strategic transactions
and joint ventures. Mr. Chmilar holds a law degree from the
University of Calgary, and a Bachelor
of Commerce degree (with distinction) from the University of Alberta.
Other Insiders of the Resulting Issuer
Upon completion of the proposed COB Transaction, no person is
anticipated to own of record or beneficially, directly or
indirectly, or exercise control or direction over, common shares of
the Resulting Issuer carrying more than 10% of all voting rights
attached to the outstanding Resulting Issuer common shares.
Trading Halt
Trading in the shares of the Company is presently halted. It is
uncertain whether the shares of the Company will resume trading
until the COB Transaction is completed and approved by the
Exchange.
Further Information
The Company will issue additional press releases related to
other material information as it becomes available.
Investors are cautioned that, except as disclosed in the
Circular to be prepared in connection with the COB Transaction, any
information released or received with respect to the acquisition
may not be accurate or complete and should not be relied upon.
Trading in the securities of the Company should be considered
highly speculative.
Completion of the COB Transaction is subject to a number of
conditions, including but not limited to acceptance by the Exchange
and if applicable pursuant to the Exchange requirements, majority
of the minority shareholder approval. Where applicable, the COB
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the COB Transaction will
be completed as proposed or at all.
ABOUT THE COMPANY
The Company owns proprietary technologies and is listed on the
TSX Venture Exchange.
The Exchange has in no way passed upon the merits of the
COB Transaction and has neither approved nor disapproved the
contents of this news release. Neither the Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements in this release are forward-looking
statements, which include, completion of the proposed COB
Transaction, receipt of requisite approvals for the COB
Transaction, the Consolidation and the Name
Change, that the Company will acquire the
Property free and clear of all encumbrances (subject to the NSR),
that the Company will be able to satisfy its payment obligations
with respect to the Property, the ability to successfully monetize
the current intellectual property of the Company, and other
information concerning the intentions, plans and future action of
the Company described herein, and other matters.
Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such
information can generally be identified by the use of
forwarding-looking wording such as "may", "expect", "estimate",
"anticipate", "intend", "believe" and "continue" or the negative
thereof or similar variations. Readers are cautioned not to place
undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which
they are based will occur. By their nature, forward-looking
statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to
the possibility that the predictions, estimates, forecasts,
projections and other forward-looking statements will not occur.
These assumptions, risks and uncertainties include, among other
things, the state of the economy in general and capital markets in
particular, that the Exchange may not accept the COB Transaction
for any reason whatsoever, the inability to obtain approval of any
third parties or shareholders, as required to complete the COB
Transaction; the inability of the Property to satisfy Initial
Listing Requirements (as defined in Exchange Policy 1.1, as well as
those risk factors discussed or referred to in the Company's annual
Management's Discussion and Analysis for the year ended
December 31, 2019 available at
www.sedar.com, many of which are beyond the control of the Company.
Forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
The forward-looking statements contained in this press
release are made as of the date of this press release. Except
as required by law, the Company disclaims any intention and assumes
no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Additionally, the Company undertakes no obligation to comment on
the expectations of, or statements made by, third parties in
respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE INTERBIT LTD.