Business
Empress Resources and Alto Ventures Announce Potential Business Combination
Vancouver, British Columbia--(Newsfile Corp. - February 4, 2020) - Empress Resources Corp. (" ...
About this update from Big Ridge Gold Corp
[{"type":"text","content":"Empress Resources and Alto Ventures Announce Potential Business CombinationVancouver, British Columbia--(Newsfile Corp. - February 4, 2020) - Empress Resources Corp. (\"Empress\") (TSXV: EMPX) and Alto Ventures Ltd (\"Alto\") (TSXV: ATV) are pleased to announce they have entered into a non-binding letter agreement (the \"LOI\") for a proposed business combination (the \"Transaction\"). Pursuant to the Transaction, Alto will acquire all the issued and outstanding common shares of Empress from their holders on the basis of one common share of Alto being exchanged for each common share of Empress. The combination of Alto and Empress will create a well-funded exploration-focused company (\"New Alto\") which will hold the mineral properties currently held by Alto. Alto will undergo a 5:1 share consolidation effective upon closing of the Transaction.As part of the Transaction, Empress will spin off a new company (\"New Empress\") with each Empress shareholder receiving one share of New Empress for every Empress share held. New Empress will acquire up to ten royalties and marketable securities from Alto and in exchange, Alto shareholders will receive one share of New Empress for every Alto share held.It is intended that each of New Alto and New Empress will undertake a concurrent financing to provide them with funds to finance their respective operations and, in the case of New Empress, to fund potential future royalty acquisitions (the \"New Alto Financing\" and the \"New Empress Financing\", respectively). The concurrent financing will be offered to shareholders of Alto and Empress on a pro rata basis. The New Alto Financing will be a unit offering at a post-consolidation price of $0.10 per unit with each unit consisting of one common share and one full warrant exercisable for one common share at a price of $0.20 for a term of two years. Use of proceeds will be for exploration of New Alto's mineral exploration properties.The Transaction is subject to completion of due diligence by each of Empress and Alto, the successful negotiation of a binding definitive agreement of the Transaction (the \"Definitive Agreement\"), the approval of the Transaction by the Boards of Directors of each of Empress and Alto, and the approval of the TSX Venture Exchange. It is anticipated that the Transaction will be effected as a plan of arrangement under ...