Subject: News Release for Dissemination - Altina Capital Corp.
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
ALTINA CAPITAL CORP. ANNOUNCES LETTER OF INTENT WITH AEONIAN RESOURCES LTD. FOR PROPOSED QUALIFYING TRANSACTION
FOR IMMEDIATE RELEASE
February 16, 2024 - Altina Capital Corp. ("Altina" or the "Company") (TSX-V: ALTN.P), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Aeonian Resources Ltd. ("Aeonian"), an arm's length party, dated February 11, 2024, in respect of a proposed reverse takeover transaction (the "Transaction") intended to constitute Altina's "qualifying transaction", as defined under Policy 2.4 of the TSX-V. Upon completion of the Transaction, subject to receipt of all requisite approvals, it is anticipated that the Resulting Issuer (as defined below) will be listed on the TSX-V as a Tier 2 - Mining issuer.
Pursuant to the Transaction, Altina will acquire all of the issued and outstanding securities of Aeonian on a one for one basis, resulting in a reverse takeover of Altina. Not including securities to be issued under the Concurrent Private Placement (defined below), former shareholders of Aeonian will hold, in aggregate, at least 23,902,100 common shares, representing approximately 75% of the 31,902,100 common shares (on a non-diluted basis) of the combined company (the "Resulting Issuer") expected to be outstanding after completion of the Transaction.
About Aeonian Resources Ltd.
Aeonian is a private company incorporated under the Business Corporations Act (British Columbia) on September 15, 2020, and is a junior mineral exploration company. Aeonian's principal mineral property is the Koocanusa copper property (the "Property"), a copper-silver exploration project located approximately 30 kilometers southeast of Cranbrook, British Columbia. The Property is comprised of 38 contiguous claims covering 28,743.82 hectares in which Aeonian has a 100% interest. Aeonian has a recent National Instrument 43-101 technical report on the Koocanusa copper project, completed in August, 2023, by an independent qualified person, which identified 11 copper targets within the project area. To date, Aeonian has incurred approximately $420,797 in qualified exploration expenditures on the Property.
The following financial information is prepared as of October 31, 2023, Aeonian's most recent financial year end, and is in the process of being audited and therefore subject to change. No exploration work has been done since October 31, 2023.
Current assets
148,364
Exploration and evaluation assets
611,278
Total assets
759,642
Current liabilities
5,107
Long-term liabilities
113,534
Total liabilities
118,641
Shares
462,501
Special warrants
525,144
Deficit
(346,644)
Total shareholders' equity
641,001
Total liabilities and shareholders' equity
759,642
The Transaction
The LOI anticipates that the Transaction will be effected by a share exchange, amalgamation, arrangement agreement, or similar structure that will result in Aeonian becoming a wholly owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. The final structure and form of the Transaction remains subject to satisfactory tax, corporate and securities law advice for both the Company and Aeonian and will be set forth in a definitive agreement (the "Definitive Agreement") to be entered into among the parties, which will replace the LOI. Upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of Aeonian as currently constituted.
The Transaction is not a "Non-Arm's Length Qualifying Transaction", as that term is defined in Policy 2.4 of the TSX-V and consequently, it is expected that the Transaction will not be subject to approval by Altina's shareholders. No finders fees are payable in connection with the Transaction.
Closing of the Transaction is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the TSX-V, and satisfaction of other customary closing conditions. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Concurrent Private Placement
Prior to or concurrent with completion of the Transaction, Altina will complete a private placement of units of Altina's securities (comprised of one Altina Share and up to one whole share purchase warrant) or subscription receipts on similar terms (the "Concurrent Financing'') for minimum aggregate gross proceeds of CDN$1,000,000. The Concurrent Financing will be priced in the context of the market and it is anticipated that it will be undertaken at a price of $0.10 per Altina security. The proceeds from the Concurrent Financing are expected to be used to fund the costs associated with completing the Transaction and for general working capital for the Resulting Issuer. Subject to TSX-V approval, Altina may pay commissions on proceeds raised commensurate with industry norms.
Proposed Directors and Senior Management Team
Upon completion of the Transaction, the following individuals will comprise the board of directors and management of the Resulting Issuer:
Andy Randell, BSc, PGeo, QP - Director and CEO
Mr. Randell is a professional geoscientist and a graduate of the University of Cardiff (Wales) (1998) with a BSc. (Environmental Geoscience). After working as a geotechnician in Guyana and in the Yukon as a project geologist for Victoria Gold Corp., and then as chief geologist for Ryan Gold Corp., he established his full-service geological consulting company, SGDS Hive, in 2013 and has since then worked with a wide range of clients and projects.
Mr. Randell established the non-profit, Below BC, which performs outreach and educational opportunities in geoscience. In 2016 he received the Bedford Young Mining Professional Award through the Canadian Institute of Mining (CIM). Currently Mr. Randell sits on the board of directors for the Association of Mineral Exploration (AME) and is the chair of the CIM Geological Society and the recently formed BC Society of Engineers and Geoscientists (BCSEG) which is a new advocacy body created by the split of Engineers and Geoscientists BC (EGBC) which will focus purely on regulation of the professions. In 2020, Mr. Randell taught two 4th year university courses at the British Columbia Institute of Technology on indigenous relations and sustainability and mining law and ethics. During a break from geology in the early 2000's, Mr. Randell worked in the banking sector in the United Kingdom involved in developing the new at the time "green" and ethical funds.
Mr. Randell founded Aeonian Resources to explore a more sustainable and transparent form of mineral exploration with the hope to inspire change at the grassroots level.
Branden Haynes, BComm - Director and President
Branden Haynes is an entrepreneur with more than 20 years of experience in finance and the junior markets and been active for than 15 years in the junior mining exploration sector. He has previously worked as an investment advisor and has guided new companies through the initial financing phases, project acquisitions, deployment of exploration programs, development financing, IPO and public listing process.
Mark Luchinski, BSc - Director and Corporate Secretary
Mark Luchinski has over 20 years of capital market experience, having worked in both public and private sectors as an officer and director on several companies, and is well versed in corporate governance, finance, compliance, and the administration of publicly traded companies. Mr. Luchinski is a graduate from the University of Victoria.
Kristian Whitehead, BSc, PGeo, QP - Director
Kristian Whitehead has over 20 years of exploration and mining experience in senior geological roles throughout the Americas, including Yukon, British Columbia, Alaska, Guyana, Mexico, and Brazil. Mr. Whitehead is currently the VP of Exploration and cofounder for Teako Minerals Corp. (TMIN:CSE), QP and Consulting Geologist for New Target Mining Corp. (NEW.H:NEX), Geological Advisor to CMC Metals Ltd. (CMB:CSE) and previously served as a director of Eureka Resources until its takeover by Kore Mining in 2018. . Mr. Whitehead has worked in leading geological positions with various companies including Eureka Resources, Levon Resources Ltd., Kootenay Silver Inc., Fortunate Sun Mining Ltd., Hunter Dickinson/Taseko Mines, Fire River Gold Corp., Stratagold Corp., and Hawthorne Gold Corp.
Mr. Whitehead is the founder and owner of Infiniti Drilling Corporation through which he provides professional and QP geological exploration and mining support consulting services to the industry.
Terry Salman - Director
Terry Salman has been an industry leader in financing junior exploration and mid-to-large cap mining companies for the past 35 years. He started his career at Nesbitt Thomson in 1973, beginning as a research analyst and rising to the role of Executive Vice President and director. Mr. Salman left Nesbitt Thomson in 1994 to form Salman Partners Inc., where he is President and Chief Executive Officer. For 22 years, Salman Partners was a leading resource-based investment dealer known for its high-quality research and integrity. Over that time, Salman Partners helped raise an aggregate of $20 billion for over 400 companies. Mr. Salman is also President and CEO of Salman Capital Inc., an investment and merchant banking firm. Mr. Salman is also the former chairman of New Pacific Metals Corp. (TSX: NUAG; NYSE-A: NEWP).
Alongside his highly successful career, Mr. Salman has tirelessly devoted his services to many volunteer organizations, including sitting on the Government of Canada's Expert Panel on Securities Regulation, and serving as Chair of the Investment Dealers Association of Canada. Mr. Salman is Chairman Emeritus of the Vancouver Public Library Foundation, and previously served as the chairman of St. Paul's Hospital Foundation. He was a Director of the Prostate Cancer Research Foundation of Canada and a past Director of the Canadian Stem Cell Network. In 2009, he was awarded a Doctor of Technology "Honoris Causa" by the British Columbia Institute of Technology. In recognition of his outstanding volunteer contributions, Mr. Salman was awarded the Queen Elizabeth II Diamond Jubilee Medal in 2012. He was also a recipient of the Murray Pezim Award in 2016 from the Association for Mineral Exploration B.C., the Public Service Star from the President of Singapore in 2021 and was inducted into the Order of Canada in 2022 for his contribution to mining exploration and his generous philanthropy and community activism.
Theo Sanidas - Director
Theo Sanidas has been involved in the capital markets since 1999. Mr. Sanidas has been self-employed since 2001, focusing on management, marketing, mergers, acquisitions, joint ventures, financings, divestitures and reorganizations for both public and private companies. Mr. Sanidas is a director of Altina Capital Corp. (TSXV: ALTN.P). Mr. Sanidas was also a founding director of Dolly Varden Silver Corporation (TSXV: DV). Mr. Sanidas has further been involved with various reporting issuers, including his roles as a director of Zenith Capital Corporation (TSXV: ZENI.P) from March 2019 to present, a director of Mapath Capital Corp. (TSXV: MPTH.H) since January 2019, and a co-founder and director of GreenPower Motor Company Inc.(TSXV: GPV) from February 2011 to March 2015
Gordon Neal, BSc - Director
Gordon Neal has more than 30 years experience in corporate finance, resource corporate development and investor relations. He founded Neal McInerney Investor Relations that marketed more than $4 billion in equity financings, which saw the company grow to be the second largest full service investor relations firm in Canada. Mr. Neal is currently the CEO of World Copper Ltd. (TSXV: WCU). He was formerly the President of New Pacific Metals Corp. (TSX: NUAG; NYSE-A: NEWP) and before that the Vice-President of Corporate Development for Silvercorp Metals Inc. (TSX: SVM) and MAG Silver Corp. (TSX: MAG). He has served on the board of Falco Resources Ltd. (TSXV: FPC), Balmoral Resources Ltd. (TSX: BAR), Americas Petrogas, Inc. (TSXV: BOE), Rockgate Capital Corp. (TSX: RGT), Wealth Minerals Ltd. (TSXV: WML), Lithium South Development (TSXV: LIS) and Altina Capital Corp. (TSXV: ALTN.P). He has raised more than $700M for resources companies since 2004. Mr. Neal graduated from Dalhousie University with a B.Sc. in Biochemistry. He has also served as a member of the Dalhousie University Senate and Board of Governors.
Name Change
Upon completion of the Transaction, it is anticipated that the Resulting Issuer will continue the business of Aeonian under the name "Aeonian Resources Ltd." or a name to be mutually agreed to by Altina and Aeonian. The parties expect that the TSX-V may assign a new trading symbol for the Resulting Issuer.
Sponsorship
The Transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Altina intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSX-V, Altina intends to file an information circular/filing statement on its issuer profile on SEDAR+ (www.sedarplus.com), which will contain relevant details regarding the Transaction, Altina, Aeonian, and the Resulting Issuer.
Additional Information
Trading in the common shares of Altina has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the TSX-V. There can be no assurance that trading of common shares of Altina will resume prior to the completion of the Transaction. Further details concerning the Transaction (including additional information regarding Aeonian) and other matters will be announced when a Definitive Agreement is reached.
About Altina Capital Corp.
Altina is a Capital Pool Company within the meaning of TSXV Policy 2.4, has not commenced commercial operations, and has no assets other than cash.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Terry Salman, Director
Telephone: (604) 622-5272
Forward Looking Statements:
The information provided in this press release regarding Aeonian has been provided to Altina by Aeonian and has not been independently verified by Altina.
Completion of the Transaction is subject to a number of conditions including but not limited to TSX-V acceptance, and if applicable pursuant to TSX-V policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties, including assumptions that all conditions to the closing of the Transaction will be satisfied and that the Transaction will be completed on the terms set forth in the LOI. Although Altina and Aeonian consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this news release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction, the risk that the Transaction is not approved or completed on the terms set out in the LOI or Definitive Agreement (which has not or may not be entered into between Altina and Aeonian) or at all and that sufficient funds may not be raised pursuant to the Concurrent Financing. Although Altina and Aeonian believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, Altina and Aeonian disclaim any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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