Business
Kismet Enters into Amalgamation Agreement
VANCOUVER, BC / ACCESSWIRE / October 5, 2020 / Kismet Resources Corp. (the " Company ") (TSX...
About this update from Tdg Gold Corp
[{"type":"text","content":"Kismet Enters into Amalgamation AgreementVANCOUVER, BC / ACCESSWIRE / October 5, 2020 / Kismet Resources Corp. (the \"Company\") (TSXV:KSMT.P) is pleased to announce that it has entered into an amalgamation agreement with TDG Gold Corp. (\"TDG\") and 1266834 B.C. Ltd. (\"Subco\"), a wholly-owned subsidiary of Kismet, dated September 28, 2020 (the \"Amalgamation Agreement\") pursuant to which the Company proposes to acquire all of the issued and outstanding securities of TDG by way of a three-corner amalgamation (the \"Transaction\") as more particularly described in its news release dated July 29, 2020.Under the terms of the Amalgamation Agreement, TDG will amalgamate with Subco, and the Company will acquire all of the outstanding common shares of TDG in exchange for post-consolidation common shares of the Company (the \"Resulting Issuer Shares\") on the basis of one Resulting Issuer Share for every three common shares of TDG (the \"Share Exchange Ratio\"). Outstanding convertible securities of TDG will be exchanged for convertible securities of the Company, with the number of Resulting Issuer Shares issuable and the exercise price of such convertible securities to be adjusted based on the Share Exchange Ratio. The deemed price of the Transaction is $0.30.It is anticipated that the Company will change its name to TDG Gold Corp. upon the completion of the Transaction (the \"Resulting Issuer\").The name of the amalgamated entity will be either \"TDG Assets BC Corp.\" or \"TDG BC Assets Corp.,\" and it will continue to subsist under the Business Corporations Act (British Columbia).Prior to or concurrently with completion of the Transaction, TDG intends to complete a non-brokered private placement equity financing to raise gross proceeds of a minimum of $4,000,000 and a maximum of up to $5,000,000 through the issuance, on a private placement basis, of up to 6,666,666 non-flow through units (each, a \"Non-Flow Through Unit\") at a price of $0.30 per Non-Flow Through Unit and up to 7,058,823 flow-through units (each, a \"Flow Through Unit\") at a price of $0.425 per Flow Through Unit (the \"Concurrent Financing\"). Each Non-Flow Through Unit will consist of common shares and common share purchase warrants of TDG that, when exchanged for securities of the Company, shall comprise one Resulting Issuer Share and one-half of one Resulting ...