Business
Scaling Capital 1 Corp. Enters into Definitive Agreement to Acquire Matador Gold Technologies Inc.
Calgary, Alberta--(Newsfile Corp. - October 17, 2024) - Scaling Capital 1 Corp. (TSXV: SKAL.P) (t...
About this update from Matador Technologies Inc.
[{"type":"text","content":"Scaling Capital 1 Corp. Enters into Definitive Agreement to Acquire Matador Gold Technologies Inc.Calgary, Alberta--(Newsfile Corp. - October 17, 2024) - Scaling Capital 1 Corp. (TSXV: SKAL.P) (the \"Company\") is pleased to announce that further to the news release dated August 13, 2024, it has entered into a definitive agreement dated October 16, 2024 (the \"Arrangement Agreement\"), with Matador Gold Technologies Inc. (\"Matador\"), a private arm's length Ontario incorporated company headquartered in Toronto, Ontario. Pursuant to the Arrangement Agreement, the Company will (i) effect a consolidation of its outstanding common shares on the basis of one \"new\" common share for every 2.2727 \"old\" common shares (the \"Consolidation\"); and (ii) acquire all the issued and outstanding common shares of Matador (\"Matador Shares\") on the basis of one post-Consolidation common share of the Company (an \"SCC Post-Consolidation Share\") for each one Matador Share (the \"Transaction\"). In connection with the Transaction, Matador and the Company intend to complete a non-brokered concurrent financing of a minimum of 7,000,000 and a maximum of 9,000,000 Matador Shares at $0.50 per share to raise minimum gross proceeds of $3,500,000 (\"Minimum Offering\") and maximum gross proceeds of $4,500,000 (the \"Maximum Offering\", and collectively with the Minimum Offering, the \"Concurrent Financing\"). The closing of the Concurrent Financing is not conditional on the closing of the Transaction. The Company is a Capital Pool Company as defined in TSX Venture Exchange (the \"TSXV\") Policy 2.4, and the Transaction is intended to constitute the \"qualifying transaction\" of the Company as defined therein. The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals required by applicable corporate law, including the approval of the TSXV, as well as the satisfaction of conditions to closing as set out in the Arrangement Agreement. The combined company that will result from the completion of the Transaction (thereafter referred to as the \"Resulting Issuer\") will be renamed \"Matador Technologies Inc.\" or such other name as may be agreed upon between the Company and Matador (the \"Name Change\"). Subject to TSXV approval, the common shares of the Resulting Issuer will continue the business of Matador and trade o...