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Tailwind Capital Corporation Announces Proposed Qualifying Transaction
CALGARY, AB / ACCESSWIRE / May 15, 2020 / Tailwind Capital Corporation (" Tailwind ") (T...
About this update from San Lorenzo Gold Corp
[{"type":"text","content":"Tailwind Capital Corporation Announces Proposed Qualifying TransactionCALGARY, AB / ACCESSWIRE / May 15, 2020 / Tailwind Capital Corporation (\"Tailwind\") (TSXV:TW.P) is pleased to announce details concerning a proposed qualifying transaction involving a business combination with Kairos Metals Corp. (\"Kairos\"), a corporation incorporated under the laws of Alberta.Overview of KairosKairos is a reporting issuer incorporated in January 2018 under the laws of the Province of Alberta and currently has 25,266,704 common shares outstanding and no dilutive securities such as options or warrants outstanding. Kairos' principal business is the acquisition and exploration of mineral properties in Chile. Kairos holds a 100% interest in 10,396 hectares of mineral claims through its wholly owned Chilean subsidiary, Compañía Minera San Lorenzo Limitada. Those claims are divided into the \"Salvadora\" and the \"Nancagua\" claim groups or properties. Salvadora is a prospective copper-gold porphyry property and has been the subject of significant exploration efforts by Kairos since 2014 which includes significant sampling and geophysical surveying together with two exploration drilling programs totalling approximately 2,725 meters of drilling. Kairos has also conducted programs of surface sampling and geochemical analysis on Nancagua which is a prospective high grade epithermal gold-silver property.Summary of the Proposed TransactionTailwind has entered into a non-binding Letter of Intent with Kairos dated May 14, 2020 (the \"LOI\") pursuant to which Tailwind and Kairos intend to complete a business combination (the \"Transaction\") to form a new company (\"Newco\") called \"Kairos Metal Corp.\" or such other name as the Parties may agree. Pursuant to the proposed Transaction, (i) each one (1) issued and outstanding common shares of Kairos (the \"Kairos Common Shares\") will be exchanged for one (1) common shares of Newco (the \"Newco Common Shares\") at a deemed price of $0.10 per Newco Common Share; (ii) each one and five-tenths (1.5) issued and outstanding common shares of Tailwind (the \"Tailwind Common Shares\"), of which 8,000,000 are currently issued and outstanding, will be exchanged for one (1) Newco Common Share; and (iii) each outstanding stock options and agents' options of Tailwind will be exchanged for one stock op...