Business
Sayward Capital Corp. and Midex Resources Ltd. Enter into Letter of Intent
Calgary, Alberta--(Newsfile Corp. - February 27, 2023) - Sayward Capital Corp. (TSXV: SAWC.P) (" ...
About this update from Sayward Capital Corp.
[{"type":"text","content":"Sayward Capital Corp. and Midex Resources Ltd. Enter into Letter of IntentCalgary, Alberta--(Newsfile Corp. - February 27, 2023) - Sayward Capital Corp. (TSXV: SAWC.P) (\"Sayward\" or the \"Company\"), a capital pool company as defined under TSX Venture Exchange (\"TSXV\" or the \"Exchange\") policies, is pleased to announce it has entered into a non-binding letter of intent dated February 24, 2023 (the \"LOI\") with Midex Resources Ltd. (\"Midex\"), a corporation organized under the laws of Ontario, in respect of a proposed business combination that would result in the reverse take-over of Sayward by Midex and its shareholders to form the resulting issuer (the \"Resulting Issuer\") which will continue on the business of Midex (the \"Proposed Transaction\"). Sayward anticipates that the Proposed Transaction will constitute its Qualifying Transaction pursuant to Policy 2.4 - Capital Pool Companies of the Exchange (\"Policy 2.4\"), as such term is defined in the policies of the Exchange. Terms of the Proposed Transaction The material terms and conditions outlined in the LOI are non-binding on the parties and the LOI is, among other things, conditional on the execution of a definitive merger, amalgamation, share exchange agreement or other similar form of transaction agreement (the \"Definitive Agreement\") to be negotiated between the parties. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into. The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are expected to be superseded by the Definitive Agreement. The Company currently has 8,000,000 issued and outstanding common shares (the \"Sayward Shares\"). It is anticipated that 800,000 additional Sayward Shares are reserved for issuance under stock options and will be exercised in connection with the Proposed Transaction. Additionally, 500,000 Sayward Shares are reserved for issuance under agent's warrants. There are currently 73,668,960 common shares of Midex (\"Midex Shares\") issued and outstanding and other than 8,189,453 warrants and options to purchase Midex Shares equal up to 10% of the Midex Shares, there will be no securities convertible into or exchangeable for, or other rights to acquire, Midex Shares. Completion of the Proposed Transaction is subject to a number of conditions, including, but not...