Mineworx Technologies Ltd., (the
"
Corporation" or "
Mineworx")
(TSXV: MWX) (OTCQB: MWXRF) (FSE: YRS WKN: A2DSW3) announced that,
further to its January 17, 2022 news release, it has entered into a
share purchase agreement dated March 21, 2022 (the “
Share
Purchase Agreement”) with Iron Bull Mining Inc.
(“
Iron Bull”), pursuant to which Mineworx will
sell its Spanish subsidiary, Magnetitas del Cehegín, S.L.
(“
MDC”), which company is the direct owner of
Mineworx’s Cehegin Iron Ore Asset, for a purchase price of
$20,000,000 (the “
Proposed Transaction”). The
arm’s length Proposed Transaction will constitute a “Change of
Business” for Mineworx (the “
Proposed COB”) under
the applicable policies of the TSX Venture Exchange (the
“
TSXV”). The Proposed COB would see Mineworx
transition from a Resource Issuer to a Technology Issuer on the
TSXV.
Prior to the closing of the Proposed
Transaction, MDC would complete a reorganization (the “MDC
Reorganization”), pursuant to which Mineworx’s direct
wholly-owned Spanish subsidiary, Solid Mines Espana, S.A.U.
(“SME”), would merge with its direct wholly owned
subsidiary, MDC, such that MDC is the surviving entity that holds
the Cehegin Iron Ore Asset. If the MDC Reorganization has not been
completed prior to the intended closing date, and if both parties
agree to waive the closing condition that the MDC Reorganization
has been completed, then Mineworx may sell all of the issued and
outstanding shares of SME pursuant to the Proposed Transaction.
Pursuant to the Proposed Transaction, the
purchase price in the amount of $20,000,000 will be paid by the
issuance of an aggregate of 20,000,000 common shares in the capital
of Iron Bull (the “Iron Bull Shares”) at a deemed
price of $1.00 per share. In connection with the Proposed
Transaction, management of Mineworx intends to distribute
approximately 86.6% of the Iron Bull Shares to the shareholders of
the Corporation by way of dividend or other distribution of capital
and concurrently reduce the stated capital of the common shares of
Mineworx by an amount equal to the aggregate value of the Iron Bull
Shares distributed in the Proposed Transaction, projected to be
$17,325,804 (the “Reduction of Stated
Capital”).
In connection with the Proposed COB, the
Corporation also intends to change the name of the Corporation to
such name as the Board of Directors of the Corporation deem
appropriate and as may be approved by the applicable regulatory
authorities (the “Name Change”).
There will be no change to the directors and
officers of the Corporation in connection with the Proposed
Transaction or Proposed COB.
Conditions
The Proposed Transaction is subject to a number of conditions
including the following: (a) the completion of the MDC
Reorganization; (b) Don Weatherbee, the Chief Financial Officer of
Mineworx, shall be appointed as Chief Financial Officer and as a
director of Iron Bull; (c) the TSXV shall have provided Mineworx
with conditional approval for the Proposed COB; (d) the approval of
the shareholders of Mineworx of the Proposed COB; (e) if required
by the TSXV, Mineworx shall retain a sponsor to provide a
sponsorship report to the TSXV in respect of the Proposed COB or
use reasonable efforts to obtain a sponsorship exemption; and (f)
all required regulatory approvals shall have been obtained.
Shareholder Meeting
Mineworx has called a special meeting of
shareholders to be held on May 6, 2022, to approve, among other
things, the Proposed COB, the Reduction of Stated Capital and the
Name Change.
Sponsorship
Mineworx has applied for an exemption from the TSXV’s
sponsorship requirements in connection with the Proposed COB.
About Mineworx
Mineworx is positioned for growth in the
CleanTech sector through the development and commercialization of
its environmentally friendly processing technologies for the
recovery of precious metals. Initial focus is the extraction of
platinum and palladium from diesel catalytic converters with its
partner Davis Recycling. For further information go to
www.mineworx.net.
Completion of the Proposed Transaction
and Proposed COB is subject to a number of conditions, including
but not limited to, in respect of the Proposed COB, TSXV acceptance
and shareholder approval. Where applicable, the Proposed
Transaction and Proposed COB cannot be completed until the
conditions are satisfied, or waived, if waiver is possible in the
circumstances. There can be no assurance that the Proposed
Transaction and Proposed COB will be completed as proposed or at
all.
Investors are cautioned that, except as
disclosed in the management information circular to be prepared in
connection with the Proposed Transaction and Proposed COB, any
information released or received with respect to the Proposed
Transaction, Proposed COB and related transactions may not be
accurate or complete and should not be relied upon. Trading in the
securities of Mineworx should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no
way passed upon the merits of the Proposed Transaction or Proposed
COB and has neither approved nor disapproved the contents of this
press release.
For further information contact:
MINEWORX TECHNOLOGIES LTD. Greg PenduraPresident &
CEO780-800-0726Greg@mineworx.net
For Media interview requests, please
contact:Nelson HudesHudes Communication
International905-660-9155Nelson@hudescommunications.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward Looking
Statements:
Forward-Looking Information: This press release
contains “forward-looking information” within the meaning of
applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein is
forward-looking information. Generally, forward-looking information
may be identified by the use of forward-looking terminology such as
“plans”, “ expects” or “does not expect”, “proposed”, “is
expected”, “budgets”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases, or by the use of words or
phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. In particular, this
press release contains forward-looking information in relation to:
the Proposed Transaction; the Proposed COB; the Reduction of Stated
Capital; the Name Change; the business and assets of Mineworx; the
timing for completion of the Proposed Transaction and Proposed COB;
and TSXV sponsorship exemption application. This forward-looking
information reflects Mineworx’s current beliefs and is based on
information currently available to Mineworx and on assumptions
Mineworx believes are reasonable. These assumptions include, but
are not limited to: the completion of satisfactory due diligence of
all parties in relation to the Proposed Transaction; the
satisfactory fulfilment of all terms and conditions contained in
the Share Purchase Agreement; and the receipt of all required
approvals including regulatory, TSXV, director and shareholder
approvals; and market acceptance of the Proposed Transaction and
Proposed COB. Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Mineworx to be materially different from those expressed or implied
by such forward-looking information. Such risks and other factors
may include, but are not limited to: general business, economic,
competitive, political and social uncertainties; general capital
market conditions and market prices for securities; delay or
failure to receive board or regulatory approvals; the actual
results of future operations; competition; changes in legislation,
including environmental legislation, affecting Mineworx; the timing
and availability of external financing on acceptable terms;
conclusions of economic evaluations; and lack of qualified, skilled
labour or loss of key individuals. A description of additional
assumptions used to develop such forward-looking information and a
description of additional risk factors that may cause actual
results to differ materially from forward-looking information can
be found in Mineworx’s disclosure documents on the SEDAR website at
www.sedar.com. Although Mineworx has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking information. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Readers are further 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 placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this press release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this press release
represent the expectations of Mineworx as of the date of this press
release and, accordingly, are subject to change after such date.
However, Mineworx expressly disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities law.
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