VANCOUVER, BC, Jan. 12, 2021 /CNW/ -- Plymouth Realty
Capital Corp. (TSX-V: PH.H) ("Plymouth" or the "Company"), a
capital pool company, is pleased to announce that further to its
news release dated November 19, 2020
in which the Company announced a proposed share purchase agreement
(the "Transaction") with Silver One Resources Inc.
("Silver One"), the Company has completed its private
placement offering through the issuance of 9,250,000 subscription
receipts (each, a "Subscription Receipt") at a price
of $0.80 per Subscription
Receipt for aggregate gross proceeds of $7,400,000 (the "Brokered Private
Placement") with a lead order from Palisades Goldcorp Ltd. The
Brokered Private Placement was completed by a syndicate of
underwriters led by Canaccord Genuity Corp. ("Canaccord
Genuity") and including Sprott Capital Partners (together with
Canaccord Genuity, the "Agents").
The net proceeds of the Brokered Private Placement are being
held in escrow pending satisfaction of the escrow release
conditions, which includes closing of the Transaction.
The Transaction is subject to a number of terms and conditions,
including, among other things, the approval of the TSX Venture
Exchange (the "Exchange"). When completed, the Transaction
will constitute the "Qualifying Transaction" of Plymouth, as such term is defined in Policy
2.4 of the Exchange, whereby Plymouth will acquire KCP Minerals Inc., a
wholly owned subsidiary of Silver One ("KCP Minerals"), and
will also acquire a 100% interest in three silver-focused Mexican
mineral properties, being Peñasco Quemado, Sonora; La Frazada, Nayarit; and Pluton, Durango held by KCP
Minerals Inc. As part of the Transaction, Plymouth will change its name to "Silverton
Metals Corp." (or such other name as may be acceptable to the
company and the Exchange) ("Silverton").
Upon closing of the Transaction, the holders of the Subscription
Receipts will receive one common share of Silverton (each a "Silverton Share") and one
Silverton common share purchase
warrant (each a "Silverton
Warrant"). Each Silverton Warrant shall be exercisable for
one Silverton Share at an exercise price of $1.15 for a period of 36 months from the escrow
release date.
In connection with the closing of the Brokered Private
Placement, the Agents will receive a cash commission equal to 6% of
the gross proceeds from the Brokered Private Placement. In
addition, the Agents shall receive non-transferable common share
purchase warrants equal to 6% of the number of Subscription
Receipts issued under the Brokered Private Placement (each a
"Broker Warrant"). Upon completion of the Transaction, each
Broker Warrant will be exercisable into one Silverton Share at an
exercise price of $0.80 for a period
of 24 months from the escrow release date.
Plymouth has submitted a filing
statement to the Exchange for review and is working on completing
the required filings with the Exchange to complete the proposed
Transaction.
See Plymouth's news release
dated November 19, 2020 for
additional information about the Transaction, Plymouth and its business. Plymouth will issue additional news releases
related to the Transaction, and other material information as it
becomes available. There can be no assurance that the Transaction
will be completed as proposed or at all.
Trading in the shares of Plymouth is presently halted. The
shares of Plymouth will remain halted until the Transaction is
completed and approved by the Exchange.
About Palisades Goldcorp Ltd.
Palisades Goldcorp is Canada's
resource focused merchant bank. Palisades' management team has a
demonstrated track record of making money and is backed by many of
the industry's most notable financiers. With junior resource
equities valued at generational lows, management believes the
sector is on the cusp of a major bull market move. Palisades is
positioning itself with significant stakes in undervalued companies
and assets with the goal of generating superior returns.
Contact Information
Gunther Roehlig
Chief Executive Officer and Director
Tel: (604) 617-5421
Email: groehlig@gmail.com
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in the United States. The
securities described herein have not been registered under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities law and may not be
offered or sold in the "United
States", as such term is defined in Regulation S promulgated
under the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration requirements is available.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and,
if applicable, pursuant to the requirements of the Exchange,
shareholder approval. 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 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 Exchange has in no way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this news
release.
Neither the TSX Venture Exchange nor its Regulation Service
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
Certain statements in this release are forward-looking
statements or information, which include completion of the proposed
Transaction, the satisfaction of the escrow release conditions, use
of proceeds, regulatory approvals and other matters.
Forward-looking statements consist of statements that are not
purely historical, including any statements regarding beliefs,
plans, expectations or intentions regarding the future. Such
information can generally be identified by the use of
forwarding-looking wording such as "may", "expect", "estimate",
"anticipate", "intend", "believe" and "continue" or the negative
thereof or similar variations. The reader is cautioned that
assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of the Company,
including but not limited to, business, economic and capital market
conditions, the ability to manage operating expenses, security
threats, and dependence on key personnel. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company
will operate in the future, including the demand for its products,
anticipated costs, and the ability to achieve goals. Factors that
could cause the actual results to differ materially from those in
forward-looking statements include, failure to obtain regulatory
approval, the continued availability of capital and financing,
equipment failures, litigation, increase in operating costs, the
impact of Covid-19 or other viruses and diseases on the Company's
ability to operate, failure of counterparties to perform their
contractual obligations, government regulations, loss of key
employees and consultants, and general economic, market or business
conditions. More particularly, this release contains statements
concerning the anticipated Brokered Private Placement.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The reader is
cautioned not to place undue reliance on any forward-looking
information.
The forward-looking statements contained in this news release
are made as of the date of this news release. Except as
required by law, Plymouth
disclaims any intention and assumes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally,
Plymouth undertakes no obligation
to comment on the expectations of, or statements made by, third
parties in respect of the matters discussed above.
View original
content:http://www.prnewswire.com/news-releases/plymouth-realty-capital-corp-completes-brokered-private-placement-of-subscription-receipts-ahead-of-qualifying-transaction-with-a-lead-order-from-palisades-goldcorp-ltd-301205971.html
SOURCE Plymouth Realty Capital Corp.