Business
GoldSpot Enters into Agreement for Business Combination of XCorp AI Ltd.
Toronto, Ontario--(Newsfile Corp. - November 11, 2020) - GoldSpot Discoveries Corp. (TSXV: SPO...
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[{"type":"text","content":"GoldSpot Enters into Agreement for Business Combination of XCorp AI Ltd.Toronto, Ontario--(Newsfile Corp. - November 11, 2020) - GoldSpot Discoveries Corp. (TSXV: SPOT) (\"GoldSpot\" or the \"Company\") is pleased to announce that it has entered into a binding agreement with its majority owned subsidiary, XCorp AI Ltd. (\"XCorp\") and Golden Planet Mining Corp. (\"GPM\") effective November 10, 2020, pursuant to which XCorp and GPM will effect a business combination (the \"Proposed Transaction\"). The Proposed Transaction shall be structured as an amalgamation, plan of arrangement or other similar business combination of XCorp and GPM to form a consolidated entity (\"Amalco\"), the final structure of which shall be based upon further legal and tax analysis to ensure the Proposed Transaction is as efficient as possible for all parties. The Proposed Transaction is arm's length, other than the fact that the parties share a significant shareholder which, together with its associates, holds a total of approximately 45.5% of the outstanding voting securities of GPM and approximately 16,223,107 common shares of GoldSpot (representing approximately 17.1% of the outstanding voting securities of GoldSpot as of the date hereof). XCorp was formed as a joint initiative between the Company and Hanging Wall Metals Inc. (\"Hanging Wall\"), and it currently holds an option to acquire a 100% interest in the Rider Block Project (located in central British Columbia, Canada) pursuant to an option agreement dated October 9, 2020 with Hanging Wall (the \"Option Agreement\"). In order to earn its interest in the Rider Block Project, XCorp is required to (i) make cash payments aggregating $240,000 over two years, (ii) incur aggregate exploration expenditures of $3,000,000 on the property over three years, (iii) issue shares aggregating 15% of the issued and outstanding shares of XCorp (which have been issued) and (iv) issue stock options to acquire such number of shares of XCorp as are equal to 3% of the outstanding shares of XCorp after giving effect to an initial minimum financing of $2,500,000 (the \"Option Issuances\"). GoldSpot has invested an aggregate of $475,000 in XCorp to date, and currently holds approximately 80.7% of the outstanding shares of XCorp. GPM holds 146,000 ha of prospective property located south-east of La Ronge, Saskatchewan and...