Business
Northway Resources Executes Definitive Amalgamation Agreement with Kenorland Minerals Ltd.
Vancouver, British Columbia--(Newsfile Corp. - September 15, 2020) - Northway Resources Corp. (TSXV: NTW) (the "Company") and Kenorland Minerals Ltd. ("Kenorlan
About this update from Kenorland Minerals Ltd.
[{"type":"text","content":" Vancouver, British Columbia--(Newsfile Corp. - September 15, 2020) - Northway Resources Corp. (TSXV: NTW) (the \"Company\") and Kenorland Minerals Ltd. (\"Kenorland\") jointly announce that further to their press release dated July 29,2020, they have entered into a definitive amalgamation agreement dated September 14, 2020 (the \"Amalgamation Agreement\"). The transaction contemplated by the Amalgamation Agreement (the \"Transaction\") will result in a reverse takeover of the Company by Kenorland in accordance with the policies of the TSX Venture Exchange (the \"TSXV\"). Upon completion of the Transaction, it is anticipated that the Company will be listed as a Tier 2 Mining issuer and will carry on the combined business of the Company and Kenorland (the \"Resulting Issuer\"). As Kenorland is the holder of 6,000,000 common shares of the Company, representing 14.50% of the issued and outstanding shares (18.44% on a partially diluted basis), the Transaction constitutes a 'business combination as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"). As a result, the completion of the Transaction will be subject to the minority approval requirements of MI 61-101. The Transaction is exempt from the valuation requirements of MI 61-101 pursuant to section 4.4(1)(a) of MI 61-101 as the Company is listed on the TSXV. The Transaction was approved by the Board of Directors of the Company, with Zachary Flood abstaining, following a receipt of a fairness opinion from Stephen Semeniuk, CFA and a unanimous recommendation from the Company's special committee which is comprised of three independent directors. Amalgamation Agreement Prior to the closing of the Transaction, the outstanding common shares of the Company (\"NTW Shares\") will be consolidated on the basis of one (1) new NTW Share for every seven (7) existing NTW Shares (the \"Consolidation\"). Under the terms of the Amalgamation Agreement, the Transaction will be completed by way of a three corned amalgamation under the Business Corporations Act (British Columbia), whereby: (a) 1265114 B.C. Ltd. (\"Subco\"), a subsidiary created for the purposes of completing the Transaction, will amalgamate with and into Kenorland, with the amalgamated entity (\"Amalco\") becoming a wholly owned subsidiary of the Company; &n...