VANCOUVER, BC, March 3, 2021 /CNW/ - Serengeti Resources
Inc. (TSX-V: SIR) ("Serengeti") and Sun Metals Corp. (TSX-V:
SUNM) ("Sun Metals") are pleased to announce that Sun Metals
has obtained the final order from the Supreme Court of British Columbia with respect to the
previously announced proposed plan of arrangement, pursuant to
which Serengeti will acquire all of the issued and outstanding
shares of Sun Metals, on the basis of 0.215 of a post-Consolidation
(as defined below) Serengeti share for each Sun Metals share, which
is 0.43 of a pre-Consolidation Serengeti share for each Sun Metals
share on a pre-Consolidation basis (the "Transaction").
The Transaction was approved by Serengeti shareholders and Sun
Metals securityholders at their respective meetings on February 26, 2021 and subject to receipt of all
requisite approvals, including final TSX Venture Exchange approval,
and waiver or satisfaction of all relevant conditions, closing of
the Transaction is expected to be on or about March 5, 2021.
Serengeti also intends to proceed with a name change to
Northwest Copper Corp. in connection with the closing of the
Transaction. The common shares of Serengeti are expected to trade
at the open of the market on March 5,
2021 on a post-Consolidation and post-name change basis with
the ticker symbol "NWST".
In addition to approving the Transaction, at the February 26, 2021 meeting Serengeti shareholders
approved resolutions to consolidate its common shares on a two for
one basis (the "Consolidation"). The Consolidation is
anticipated to be completed immediately prior to closing of the
Transaction. Following the Consolidation, the 112,053,368
outstanding common shares of Serengeti will be consolidated such
that there will be approximately 56,026,684 outstanding common
shares, not including any Serengeti common shares to be issued
pursuant to the Transaction.
The Transaction will consolidate the contiguous copper-gold
exploration and development assets of Kwanika and Stardust, both of
which will benefit from operational synergies as the projects
advance with a combined development strategy, along with the robust
portfolio of British Columbia
copper-gold assets held by the companies. The combined company will
be well positioned and capitalized as a result of the recently
completed $10,350,000 upsized
subscription receipt financing of Sun Metals (the
"Financing") to take advantage of a strengthening copper
market.
Upon completion of the Transaction, Mark
O'Dea will assume the role of Executive Chairman of
Serengeti and the Serengeti board of directors will comprise
Mark O'Dea, David Moore, Lewis
Lawrick, Teodora Dechev,
Sean Tetzlaff and Richard Bailes. David Moore will continue as Interim President
and Chief Executive Officer until such time as a full time CEO is
appointed, and Lauren McDougall will
assume the role of Chief Financial Officer and Ian Neill the role of Vice President
Exploration. Following the Transaction, Sun Metals
shareholders, including holders of Sun Metals common shares issued
on conversion of the subscription receipts issued from the
Financing, will hold approximately 49.6% of the combined
company.
About Serengeti
Serengeti is a mineral exploration company managed by an
experienced team of professionals with a solid track record of
exploration success. The Company is currently advancing its
majority-owned, advanced Kwanika copper-gold project and exploring
its extensive portfolio of properties in north-central British Columbia. Additional information can
be found on the Company's website at
www.serengetiresources.com.
About Sun Metals
Sun Metals is advancing its 100% owned flagship, high-grade
copper-gold rich Stardust Project located in north-central
British Columbia, Canada.
Sun Metals also owns the Lorraine copper-gold project, and the OK
copper-molybdenum project.
On Behalf of the Board of Directors of Serengeti Resources
Inc.
"David W. Moore"
President, CEO & Director
On Behalf of the Board of Directors of Sun Metals
Corp.
"Steve Robertson"
President, CEO & Director
Neither 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.
Cautionary Statement Regarding Forward Looking
Information
All statements, trend analysis and other information contained
in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"seek", "anticipate", "believe", "plan", "estimate", "expect" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements
regarding anticipated benefits of the Transaction, the closing of
the Transaction, the Financing, the Consolidation, the Kwanika and
Stardust (the "Projects"), including anticipated operational
synergies between the properties, are forward-looking statements.
Although Serengeti and Sun Metals (the "Companies") believe
that the expectations reflected in such forward-looking statements
and/or information are reasonable, undue reliance should not be
placed on forward-looking statements since the Companies can give
no assurance that such expectations will prove to be correct. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements, including the risks, uncertainties and other factors
identified in the Companies' periodic filings with Canadian
securities regulators, and assumptions made with regard to: the
Companies' ability to complete the proposed Transaction; the
Companies' ability to secure the necessary legal and regulatory
approvals required to complete the Transaction and meeting the
other conditions to the closing of the Transaction; and the
Companies' ability to achieve the synergies expected as a result of
the Transaction. Forward-looking statements are subject to business
and economic risks and uncertainties and other factors that could
cause actual results of operations to differ materially from those
contained in the forward-looking statements. Important factors that
could cause actual results to differ materially from the Companies'
expectations include risks associated with the business of
Serengeti and Sun Metals; risks related to the satisfaction or
waiver of certain conditions to the closing of the Transaction;
non-completion of the Transaction; risks related to reliance on
technical information provided by Serengeti and Sun Metals; risks
related to exploration and potential development of the Projects;
business and economic conditions in the mining industry generally;
fluctuations in commodity prices and currency exchange rates;
uncertainties relating to interpretation of drill results and the
geology, continuity and grade of mineral deposits; the need for
cooperation of government agencies and native groups in the
exploration and development of properties and the issuance of
required permits; the need to obtain additional financing to
develop properties and uncertainty as to the availability and terms
of future financing; the possibility of delay in exploration or
development programs and uncertainty of meeting anticipated program
milestones; uncertainty as to timely availability of permits and
other governmental approvals; and other risk factors as detailed
from time to time and additional risks identified in Serengeti and
Sun Metals's filings with Canadian securities regulators on SEDAR
in Canada (available at
www.sedar.com). Forward-looking statements are based on estimates
and opinions of management at the date the statements are made.
Neither Serengeti nor Sun Metals undertakes any obligation to
update forward-looking statements except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking statements.
SOURCE Sun Metals
