Business
Pan Andean Minerals Ltd. Announces Proposed Reverse Takeover by North Star Holdings
Vancouver, British Columbia--(Newsfile Corp. - March 21, 2019) - Pan Andean Minerals Ltd. (TSX...
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[{"type":"text","content":"Pan Andean Minerals Ltd. Announces Proposed Reverse Takeover by North Star HoldingsVancouver, British Columbia--(Newsfile Corp. - March 21, 2019) - Pan Andean Minerals Ltd. (TSXV: PAD) (\"Pan Andean\" or the \"Company\") is pleased to announce that it has entered into an arm's length binding letter of intent dated as of March 11, 2019 (the \"LOI\") with North Star Holdings (\"North Star\"). North Star is a fully integrated producer, processor and distributor of medicinal and adult use cannabis with operations in various states in the U.S. including Colorado, California and Nevada. The LOI outlines the proposed terms and conditions pursuant to which Pan Andean and North Star will effect a business combination that will result in a reverse takeover of the Company by the securityholders of North Star (the \"Proposed Transaction\"). Terms of the TransactionThe Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar form of transaction or a series of transactions that have a similar effect with Pan Andean acquiring all voting securities of North Star. The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both Pan Andean and North Star. The resulting issuer following closing of the Transaction (the \"Resulting Issuer\") is expected to change its business from mining to the business of North Star and terminate its existing mining business. Upon the closing of the Transaction (the \"Closing\") and the Concurrent Offering (defined below), it is expected that current shareholders of the Company will hold 5.8% of the common shares of the Resulting Issuer (the \"Resulting Issuer Shares\") and current shareholders of North Star will hold 83.7% of the Resulting Issuer Shares (on a non-diluted basis) (the \"Consideration Shares\"), based upon a deemed post-consolidated price of $0.75 per Pan Andean common share. The Consideration Shares held by the directors, officers, and insiders of North Star will be subject to escrow requirements by the applicable stock exchange.Completion of the Proposed Transaction is subject to a number of conditions, including completion of the Concurrent Offering, receipt of all necessary shareholder and regulatory approvals, the execution of related transaction documents, approval of the T...