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Tailwind Capital Corporation and Kairos Metals Corp. Announce Closing of Amalgamation Agreement and Private Placement in Respect of a Qualifying Transaction
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. AN...
About this update from San Lorenzo Gold Corp
[{"type":"text","content":"Tailwind Capital Corporation and Kairos Metals Corp. Announce Closing of Amalgamation Agreement and Private Placement in Respect of a Qualifying TransactionNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.CALGARY, AB / ACCESSWIRE / December 17, 2020 / Tailwind Capital Corporation (\"Tailwind\") (TSXV:TW.P) and Kairos Metals Corp. (\"Kairos\") are pleased to announce that on December 16, 2020 they closed their previously announced transaction pursuant to which Tailwind and Kairos have amalgamated (the \"Amalgamation\") to form San Lorenzo Gold Corp. (\"San Lorenzo\") which completes Tailwind's qualifying transaction (the \"Transaction\") in accordance with the policies of the TSX Venture Exchange Inc. (the \"TSXV\"). Tailwind is in the process of filing the final documents with the TSXV in order to secure issuance of the TSXV's final bulletin enabling San Lorenzo's common shares to commence trading under the symbol \"SLG\". The particulars of the Transaction were detailed in Tailwind and Kairos' Joint Information Circular dated November 12, 2020 (the \"Information Circular\") which has been filed on SEDAR (www.sedar.com) (also see Tailwind's press releases dated May 15, 2020 and November 4, 2020).About the TransactionPursuant to the Amalgamation Agreement dated August 20, 2020, as amended (the \"Amalgamation Agreement\"), Tailwind and Kairos have amalgamated pursuant to the Business Corporations Act (Alberta) to continue as San Lorenzo. Each one and one-half (1.5) common shares of Tailwind (\"Tailwind Common Shares\") were converted into one (1) issued and fully paid and non-assessable common share in the share capital of San Lorenzo (the \"Resulting Issuer Shares\") at a deemed price of $0.10 per Resulting Issuer Share. Each common share of Kairos (\"Kairos Common Share\") was converted into one (1) issued and fully paid and non-assessable Resulting Issuer Share at a deemed price of $0.10 per Resulting Issuer Share. San Lorenzo now has approximately 48,666,000 Resulting Issuer Shares issued and outstanding including the shares issued in connection with a private placement and a debt settlement as described below.Private PlacementIn connection with the Transaction, Tailwind completed a non-brokere...