Mr. Tony Wonnacott reports
METALLUM RESOURCES INC. ENTERS INTO DEFINITIVE
AGREEMENT WITH WAROONA ENERGY PTY LTD
Further to the news release dated Oct. 19, 2022,
Metallum Resources Inc. has entered into a definitive share exchange agreement dated Dec. 6, 2022, with Waroona Energy Pty. Ltd., SE Waroona
Development Pty. Ltd., a wholly owned subsidiary of the target (ProjectCo) and the shareholders of the target.
Pursuant to the definitive agreement, the company will acquire all the issued and outstanding securities
of the target, and consequently, the target will become a wholly owned subsidiary of
Metallum. The transaction will constitute an arm's-length transaction (as defined in the policies of the
TSX Venture Exchange). Metallum, after giving effect to the completion of the transaction, is referred to in this news release as the resulting issuer.
On closing of the transaction, it is anticipated that the resulting issuer will change its name to Waroona
Energy Inc. and a new trading symbol will be assigned. Additionally, on closing of the transaction, the
resulting issuer will control, indirectly, an advanced solar energy project located in Western Australia.
Prior to closing of the transaction, the company anticipates completing a concurrent financing for gross
proceeds of up to $9-million. Additional details regarding the terms of the concurrent financing, including issue price and the number of securities of Metallum to be issued, will
be announced in a subsequent press release.
Under the transaction, Metallum will acquire all of the issued and outstanding common shares of the target through the issuance of 304.5 million common shares in the capital of the company. Upon completion of the transaction (excluding the shares to be issued in connection with
the concurrent financing), it is anticipated that the resulting issuer will have approximately 587,979,415
shares issued and outstanding.
Metallum does not anticipate making any advances to the target prior to closing of the transaction. Closing
of the transaction is subject to a number of outstanding conditions, including, but not limited to: (i) receipt
of requisite shareholder approval of Metallum and the target; (ii) entering into all escrow arrangements
required by the exchange; (iii) receipt of all requisite regulatory approvals relating to the transaction,
including, without limitation, approval of the exchange; (iv) delivery by the target to Metallum of a current
title opinion in respect of the site on which the project is situated, in form and substance satisfactory to
Metallum, acting reasonably; (v) delivery by the target to Metallum of a corporate opinion in respect of the target
and ProjectCo, in form and substance satisfactory to Metallum, acting reasonably; (vi) preparation of the target's financial statements in such form and covering such periods as required for the purposes of the
required disclosure by Metallum; (vii) completion of the concurrent financing; and (viii) no material
adverse changes having occurred with respect to either Metallum or the target.
It is anticipated that, on closing, the resulting issuer will meet the exchange's initial listing requirements
for a Tier 2 technology issuer.
The resulting issuer
Following completion of the transaction, the resulting issuer will carry on development of the project
conducted by the target and ProjectCo.
Directors, management and insiders
It is expected that the management team of the resulting issuer will be led by Adam Kiley as president
and chief executive officer, Sean McGrath as chief financial officer, and Jan Urata as corporate
secretary. Mr. Kiley is currently a director of Metallum, Mr. McGrath is currently chief financial officer
of Metallum and Ms. Urata is currently corporate secretary of Metallum.
The initial board of directors of the resulting issuer is expected to be
composed of Michael Bowen (proposed director), Timothy Hanlon (proposed director), Adam
Kiley (currently a director of Metallum), Paul Manias (proposed director) and Tony Wonnacott
(currently a director of Metallum). It is expected that Grant Davey will resign as a director of
Metallum, effective on the closing of the transaction.
A description of the names and backgrounds of each anticipated director and officer of the resulting issuer
Adam Kiley, proposed president, chief executive officer and director
Mr. Kiley is an accomplished resource executive, with over 18 years experience in the mining and
energy sectors. Mr. Kiley brings significant experience in a variety of fields, including equity capital
markets, debt advisory and project development studies, as well as project evaluation.
Mr. Kiley is also a non-executive director of Copper Strike Ltd. (Australian Securities Exchange: CSE), as well as being head of
corporate development for Lotus Resources Ltd. (ASX: LOT) and Frontier Energy Ltd. (ASX: FHE).
Sean McGrath, chief financial officer
Mr. McGrath is a chartered professional accountant in Canada and a former certified public accountant
(Illinois) in the United States. He has spent more than 25 years providing financial management and
consulting services to publicly traded companies, with a primary emphasis in the natural resource sector.
He has been responsible for corporate strategy, all aspects of accounting and finance, planning and
forecasting, treasury, internal and external reporting, and internal controls and corporate governance.
Mr. McGrath has held senior executive positions with numerous publicly traded companies throughout
his career, and he is currently a director of several TSX Venture Exchange/Canadian Securities Exchange-listed companies.
Jan Urata, corporate secretary
Ms. Urata is the founder and president of Take It Public Services Inc. since 2011, a highly motivated legal
support service for top-tier and junior issuers in a variety of industry sectors. She is well versed in taking
corporate entities from initial seed capital stage to publicly listed status. Her services include corporate
secretarial to regulatory filings to complex transactions while offering corporate sustainability through
cost-effective, efficient and timely services. Her business model focuses on performance, attention to
detail and results, ensuring success and quality of work, with over 25 years experience in the industry.
The business grew out of her years of experience as a legal secretary/paralegal in top Vancouver law firms.
She is also corporate secretary of several TSX Venture Exchange and Canadian Securities Exchange issuers.
Michael Bowen, proposed director
Mr. Bowen is a partner of the Australian law firm Thomson Geer. He practises primarily corporate,
commercial and securities law with over 40 years of experience and emphasis on mergers, acquisitions,
capital raisings and resources. Mr. Bowen holds a bachelor of laws, jurisprudence and commerce from
the University of Western Australia. He has been admitted as a barrister and solicitor of the Supreme
Court of Western Australia since 1979, and is also admitted as a solicitor of the High Court of Australia. He
is a certified public accountant and member of the Australian Society of Accountants.
Mr. Bowen is also non-executive chairman of Lotus Resources and non-executive director of
Genesis Minerals Ltd.
Mark Hanlon, proposed director
Mr. Hanlon has over 25 years of experience in the resource and resource service sector, as well as in
commercial and merchant banking. He has a broad background of senior executive experience across a
wide range of industries, including mining and mining services.
Mr. Hanlon is currently a non-executive director with Australian Securities Exchange-listed company Red River
Resources Ltd., where he also chairs the audit and risk committee. He is also non-executive chair of
Paul Manias, proposed director
Mr. Manias is currently venture partner with Climate Innovation Capital and special adviser, climate
resilient infrastructure, with Addenda Capital. He has 20 years of experience in business and law. Prior to
his current roles, Mr. Manias was managing director at OMERS, a $110-billion Canadian pension plan,
where he spent over 10 years focused on infrastructure and private equity. Prior to OMERS, he spent eight
years as a private equity lawyer in Toronto and Boston. Mr. Manias holds a bachelor of business
administration (BBA) from the Schulich School of Business, York University, and a juris doctor (JD) from
the faculty of law, University of Toronto.
Tony Wonnacott, director
Mr. Wonnacott is a corporate securities lawyer based in Toronto, Ont., with over 20 years of
experience. He is a member of the Law Society of Ontario and holds a BComm (cum laude) from Saint
Mary's University and an LLB from Dalhousie University. He began his career at a major Toronto law firm
in the banking and securities field before moving to work as a legal consultant to a number of companies,
primarily in the mining and resource industry. As a consultant, officer and director of several of these
companies, Mr. Wonnacott has been involved with the successful listings of private companies, the
outright sale of a company for approximately $750-million and capital raisings in excess of $1-billion.
It is expected that the audit committee of the resulting issuer will be composed of Mr. Bowen, Mr.
Hanlon and Mr. Manias, with Mr. Hanlon serving as chair of the audit committee. Each of Mr. Bowen,
Mr. Hanlon and Mr. Manias will meet the requirements for independence under National Instrument 58-101. Each of the proposed members of the audit committee is financially literate within the meaning of
National Instrument 52-110. A director is financially literate within the meaning of NI 52-110 if he has
the ability to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable with the breadth and complexity of the issues
that can reasonably be expected to be raised by the resulting issuer's financial statements.
It is further anticipated that Ophiolite Holdings Pty. Ltd. will be an insider of the resulting issuer. Ophiolite
Holdings, an existing shareholder of Metallum, is a wholly owned subsidiary of Frontier Energy, a company listed on the Australian Securities Exchange.
The company will make an application to the exchange for a waiver from the sponsorship requirements
in connection with the transaction. There is no assurance that such waiver will be granted.
In connection with the transaction and pursuant to the requirements of the exchange, Metallum expects
to file a filing statement on its issuer profile on SEDAR, which will contain details
regarding the transaction, Metallum, the target, ProjectCo and the resulting issuer.
The shares are currently halted from trading, and the trading of the shares is expected to remain halted
pending completion of the transaction.
For additional information on the transaction, please refer to the initial news release. Metallum will
provide further details in respect of the transaction by way of a news release to be disseminated at a
All information contained in this news release with respect to the company and Waroona was supplied,
for inclusion herein, by each respective party, and each party and its directors and officers have relied on
the other party for any information concerning such other party.
Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange
acceptance and, if applicable, disinterested 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 the company should be considered highly speculative.
We seek Safe Harbor.
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