12 Exploration and 79North Announce Upsized Offering and Execution of Definitive Agreement
19 Mai 2020 - 1:30PM
12 Exploration Inc. (CSE: TWLV) (“
12Ex”) and
79North Ltd. (“
79North”) announce that, as a
result of high demand, they have increased the size of the
previously announced non-brokered private placement (the
“
Offering”) of subscription receipts of each of
79North and 12Ex (together, the “
Subscription
Receipts”) to raise targeted aggregate gross proceeds of
approximately C$4,000,000. Other terms of the Offering remain
unchanged from those disclosed in the April 30, 2020 news release.
79North is led by a team with deep mineral
exploration expertise and a track record of discoveries and exits
in South America and globally. 79North currently holds an indirect
interest in mineral concessions in northern Suriname (formerly
Dutch Guiana), and aims to become the premier junior exploration
company in this underexplored district of the prolific Guiana
Shield. 79 North's growing portfolio of high-quality targets which
have not undergone modern exploration or drilling have a long
history of artisanal mining and are strategically located within
close proximity to modern gold mines operated by major mining
companies.
12Ex and 79North also announce that they have
signed a definitive agreement (the “Definitive
Agreement”) to give effect to their previously
announced business combination (the
“Transaction”). The Transaction will proceed by
way of a three cornered amalgamation (the
“Amalgamation”) pursuant to which 79North shall
amalgamate with a wholly-owned subsidiary of 12Ex, and 12Ex will
acquire all of the issued and outstanding common shares of 79North
(the “79North Shares”) in exchange for common
shares of 12Ex (“12Ex Shares”) on the basis of one
12Ex Share for each 79North Share issued and outstanding. Following
the completion of the Transaction, 79North will be a wholly-owned
subsidiary of 12Ex. The Amalgamation also provides that all
outstanding warrants and broker warrants to purchase 79North Shares
shall remain outstanding and thereafter entitle the holders thereof
to acquire equivalent securities of 12Ex in lieu of 79North on the
same terms and conditions.
Completion of the Transaction remains subject to
a number of conditions, including, among other things, the accuracy
of the respective representations and warranties of each of 12Ex
and 79North in the Definitive Agreement; completion of the Offering
and the gross proceeds from the sale of the Subscription Receipts
being released from escrow; and receipt of all requisite
shareholder, third party and regulatory approvals relating to the
Transaction, including, without limitation, approval of the
Canadian Securities Exchange (the “CSE”).
Trading in the 12Ex Shares will remain halted
until all the requirements of the CSE have been met and the
resumption of trading is approved by the CSE.
Further Information
All information contained in this news release
with respect to 12Ex and 79North was supplied by the parties
respectively, for inclusion herein, without independent review by
the other party, and each party and its directors and officers have
relied on the other party for any information concerning the other
party.
For further information regarding the
Transaction, please contact:
Eric Klein, President and Chief Executive
Officer12 Exploration Inc.
Telephone: (416)
725-7570Email:
erklein25@gmail.com
Jon North, President and Chief Executive
Officer79North Ltd.
Telephone: (416)
786-6348Email:
jon@79north.ca
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning of the applicable
Canadian securities legislation. All statements, other than
statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date
of this news release. Any statement that involves discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as “expects”, or “does not expect”,
“is expected”, “anticipates” or “does not anticipate”, “plans”,
“budget”, “scheduled”, “forecasts”, “estimates”, “believes” or
“intends” or variations of such words and phrases or stating that
certain actions, events or results “may” or “could”, “would”,
“might” or “will” be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: information concerning the
Transaction, including whether conditions to the consummation of
the Transaction will be satisfied; the terms and conditions of the
Offering; use of funds; and the business and operations of 12Ex
after completion of the Transaction. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; and the delay or
failure to receive board, shareholder or regulatory approvals.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on the forward-looking
statements and information contained in this news release. Except
as required by law, 12Ex and 79North assume no obligation to update
the forward-looking statements of beliefs, opinions, projections,
or other factors, should they change, except as required by
law.
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