Business
E36 Capital Announces Proposed Qualifying Transaction to Acquire Kalo Gold Corp.
Vancouver, British Columbia--(Newsfile Corp. - September 30, 2020) - E36 CAPITAL CORP. (TSXV: ...
About this update from Kalo Gold Corp
[{"type":"text","content":"E36 Capital Announces Proposed Qualifying Transaction to Acquire Kalo Gold Corp.Vancouver, British Columbia--(Newsfile Corp. - September 30, 2020) - E36 CAPITAL CORP. (TSXV: ETSC.P) (\"E36\" or the \"Company\"), a Capital Pool Company as defined in the policies of the TSX Venture Exchange (the \"TSXV\"), is pleased to announce that it has entered into an amalgamation agreement dated September 30, 2020 (the \"Agreement\") with Kalo Gold Corp. (\"Kalo\"), a mineral exploration company with Fiji-based projects, and 1266094 B.C. Ltd (\"Newco\"), the Company's wholly owned subsidiary formed for the purpose of completing the acquisition of Kalo, which sets out the terms and conditions pursuant to which the Company will acquire all of the issued and outstanding common shares (each, a \"Kalo Share\") in the capital of Kalo (the \"Transaction\").The Transaction is intended to constitute the Company's \"Qualifying Transaction\", as such term is defined in Policy 2.4 - Capital Pool Companies (the \"CPC Policy\") of the TSXV Corporate Finance Manual.The Transaction is arm's length and is therefore not a Non-Arm's Length Qualifying Transaction under the CPC Policy and, accordingly, is not expected to require the approval of E36's shareholders.Trading of the common shares in the capital of the Company (each, an \"E36 Share\") is expected to remain halted until such time as the TSXV may determine, having regard to the completion of certain requirements pursuant to the CPC Policy. Further details of the Transaction will follow in future news releases.Terms of the TransactionPursuant to the terms of the Agreement, the Company will acquire all of the outstanding Kalo Shares by way of a three-cornered amalgamation, whereby Kalo will amalgamate with Newco and the resulting amalgamated entity will be a wholly owned subsidiary of the Company. As set forth in the Agreement, the Company will issue to the shareholders of Kalo a total of 38,950,000 E36 Shares, on the basis of one E36 Share for each Kalo Share, at a deemed price of $0.20 per E36 Share. Upon completion of the Transaction, the Company intends to be listed on the TSXV as a Tier 2 mining issuer and will principally focus on the exploration and development of Kalo's Vatu Aurum Gold Project. Description of the PropertyKalo was formed on June 6, 2020 under the Business Corporations Act (British ...