Business
Anconia Resources Corp. and Avalon Investment Holdings Ltd. Announce Update Regarding Proposed Business Combination
TORONTO, July 17, 2020 (GLOBE NEWSWIRE) -- Anconia Resources Corp. (TSXV:ARA) (the "Company") is pleased to announce material updates in connection with a propo
About this update from Omai Gold Mines Corp.
[{"type":"text","content":" TORONTO, July 17, 2020 (GLOBE NEWSWIRE) -- Anconia Resources Corp. (TSXV:ARA) (the \"Company\") is pleased to announce material updates in connection with a proposed reverse take-over of Avalon Investment Holdings Ltd. (“Avalon”) (the \"Proposed Transaction\") subject to approval of the TSX Venture Exchange (the \"Exchange\") to list the shares of the resulting entity (the \"Resulting Issuer\") on the Exchange. The Resulting Issuer will continue to carry on base and precious metals exploration and development, focused primarily on the exploration of Avalon’s Omai Gold Mine project in Guyana. Proposed Transaction The Company and Avalon have entered into an acquisition agreement (the \"Definitive Agreement\") dated October 9, 2019. The Proposed Transaction will be carried out by way of a three-cornered amalgamation which will result in Avalon combining its corporate existence with a wholly-owned subsidiary of the Company. The Proposed Transaction will constitute a reverse takeover under Policy 5.2 – Changes of Business and Reverse Takeovers. Subject to regulatory and other required approvals, and the satisfaction of other conditions contained in the Definitive Agreement, the Company will acquire all the issued and outstanding Avalon common shares. Immediately preceding the Proposed Transaction, Anconia will consolidate all of the issued and outstanding Anconia Shares (the “Consolidation”) on the basis of one post-Consolidation Anconia Share for every fifteen (15) pre-Consolidation Anconia Shares. Following the Consolidation, there will be approximately 7,839,294 Anconia Shares issued and outstanding. Pursuant to the Transaction, Anconia will issue common shares (“Anconia Shares”) to the holders of common shares in the capital of Avalon (“Avalon Shares”) on the basis of approximately one post-Consolidation Anconia Share for each one Avalon Share outstanding. Anconia and Avalon anticipate that approximately 159,869,799 post-Consolidation Anconia Shares will be issued pursuant to the Transaction, based on the current capital structure of Avalon. In addition, all securities convertible into Avalon Shares that are outstanding and unexercised immediately prior to closing are expected to be exchanged for economically equivalent and otherwise substantially similar securities convertible into Anconia post-Consolidation Shar...