Silvermet Inc. (“
Silvermet”) (TSXV:SYI) is pleased
to announce the completion of its previously announced amalgamation
(the “
Amalgamation”) with Global Atomic Fuels
Corporation (“
Global Atomic”) and the subsequent
consolidation of share capital (the
“
Consolidation”) and name change of Silvermet, all
as approved at the Annual & Special Meetings of Shareholders of
Global Atomic and Silvermet held September 29, 2017 (collectively,
the “
Transaction”).
Immediately prior to the Amalgamation, Global
Atomic completed a concurrent financing of $1.459 million through
the issuance and sale of a total of 5,836,000 Global Atomic units
under a brokered private placement offering (the
“Concurrent Financing”) led by Cantor Fitzgerald
Canada Corporation (“Cantor Fitzgerald”). Units
were priced at $0.25 and consisted of one common share of Global
Atomic (a “Global Share”) and one-half of one
common share purchase warrant of Global Atomic exercisable at $0.50
per whole warrant (a “Global Warrant”) for a
period of 18 months following closing of the Transaction. Unit
pricing is equivalent to $0.116 per Silvermet common share on a
pre-Consolidation basis.
In accordance with the terms of the
Amalgamation, Global Atomic shareholders (other than Silvermet,
whose Global Shares were cancelled pursuant to the Amalgamation)
received 2.147 pre-Consolidation common shares of Silvermet for
each Global Share held (the “Exchange Ratio”). Of
the total 154,608,564 Silvermet common shares issued to Global
Atomic shareholders in accordance with the terms of the
Amalgamation, 142,078,672 Silvermet common shares were issued to
former Global Atomic shareholders and 12,529,892 Silvermet common
shares were issued to new Global Atomic shareholders who purchased
Global Shares in the Concurrent Financing.
Under the Concurrent Financing, 2,918,000 Global
Warrants were issued, which, pursuant to the Amalgamation, were
exchanged for 6,264,946 Silvermet warrants exercisable at $0.233
per Silvermet common share on a pre-Consolidation basis. The
previously outstanding 3,709,337 Global Atomic warrants
(“Global Existing Warrants”) were converted to
7,963,947 pre-Consolidation Silvermet warrants based on the
Exchange Ratio, exercisable at $0.737 per Silvermet common share on
a pre-Consolidation basis for a period of 24 months from the first
day of trading following the closing of the Transaction.
Prior to the Amalgamation, there were
142,104,716 Silvermet common shares outstanding. Upon completion of
the Amalgamation, including the completion of the Concurrent
Financing, there were 296,713,280 Silvermet common shares
outstanding on a pre-Consolidation basis. Immediately
following the completion of the Amalgamation, Silvermet effected a
name change and is now legally known as “Global Atomic
Corporation” and will trade on the TSX Venture Exchange
under the stock symbol “GLO”. Immediately
following the Amalgamation, Silvermet also completed the
Consolidation on a 2.75:1 basis (the “Consolidation
Ratio”), resulting in 107,895,738 common shares of
Silvermet currently issued and outstanding, of which 51,664,972 are
held by former Global Atomic Shareholders, 4,556,324 were issued to
investors under the Concurrent Financing, and 51,674,442 are held
by former Silvermet shareholders.
Factoring in the Consolidation Ratio, former
Global Atomic shareholders (including purchasers in the Concurrent
Financing) have ultimately received 0.7807 post-Consolidation
common shares of Silvermet for each Global Share held. Global
Atomic warrant holders also ultimately received 0.7807 Silvermet
warrants for each Global Existing Warrant. The Global Warrants have
ultimately been converted into an aggregate of 2,278,162 Silvermet
warrants, each exercisable at $0.64 per post-Consolidation
Silvermet common share. The Global Existing Warrants have been
adjusted in accordance with their terms and are now exercisable for
an aggregate of 2,895,981 post-Consolidation Silvermet common
shares at an exercise price of $2.028 per post-Consolidation
Silvermet common share.
Fees payable to the agent on the Concurrent
Financing consisted of a cash payment of $38,930 and 334,331
Silvermet warrants on a pre-Consolidation basis, exercisable at a
price of $0.14 per pre-Consolidation Silvermet common share for a
period of 18 months from Closing. After effecting the
Consolidation, there are an aggregate of 121,575 such Silvermet
warrants issued and outstanding, each exercisable at a price of
$0.384 per post-Consolidation Silvermet common share. A financial
advisory fee is also payable based on the trading price of
Silvermet post Transaction, with half payable in cash and half in
shares.
As described in Silvermet’s Management
Information Circular dated September 1, 2017, two new directors,
George Flach and Paul Cronin, were added to the Board upon
completion of the Transaction, subject to TSX Venture Exchange
approval.
The Company’s transfer agent, TSX Trust Company,
is acting as Depositary Agent to facilitate the exchange of
securities as described above. Letters of Transmittal were included
in mailings to shareholders for the Annual General and Special
Meetings referenced above.
The Common Shares are expected to begin trading
on a consolidated basis and under the Company's new name of Global
Atomic Corporation on the TSX Venture Exchange at the opening on
December 27, 2017. The Company's new trading symbol is GLO. The new
CUSIP number will be 37957M106 and the ISIN number will be
CA37957M1068.
For further information, please contact:
Stephen G. Roman
Chairman, President & CEO
sroman@silvermet.ca
THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION
TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
“Neither the 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.”
Caution concerning forward-looking statements:
The information in this release may contain forward-looking
information under applicable securities laws. Forward-looking
statements in this news release include, but are not limited to,
information relating to the timing and completion of an Offering
and a Transaction involving Silvermet. This forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause actual results to differ
materially from those implied by the forward-looking information.
Factors that may cause actual results to vary include, but are not
limited to, inaccurate assumptions concerning the exploration for
and development of mineral deposits, political instability,
currency fluctuations, unanticipated operational or technical
difficulties, changes in laws or regulations, the risks of
obtaining necessary licenses and permits, changes in general
economic conditions or conditions in the financial markets and the
inability to raise additional financing. In particular, there can
be no assurance that the Offering or the Transaction will be
completed on terms satisfactory to Silvermet, if at all. Readers
are cautioned not to place undue reliance on this forward-looking
information. Silvermet does not assume the obligation to revise or
update his forward-looking information after the date of this
release or to revise such information to reflect the occurrence of
future unanticipated events except as may be required under
applicable securities laws. The information in this news release
includes the following non-IFRS financial measure: EBITDA. These
financial measures does not have any standardized meaning
prescribed by IFRS and are therefore unlikely to be comparable to
similar measures presented by other issuers.
Silvermet Inc. (TSXV:SYI)
Graphique Historique de l'Action
De Oct 2024 à Nov 2024
Silvermet Inc. (TSXV:SYI)
Graphique Historique de l'Action
De Nov 2023 à Nov 2024