SolidusGold Enters into Letter of Intent with Valhalla Metals Inc. for a Proposed Reverse Takeover

About this update from Valhalla Metals Inc.

[{"type":"text","content":"SolidusGold Enters into Letter of Intent with Valhalla Metals Inc. for a Proposed Reverse TakeoverVancouver, British Columbia--(Newsfile Corp. - November 29, 2021) - SolidusGold Inc. (TSXV: SDC) (\"Solidus\" or the \"Company\") is pleased to announce that it entered into a non-binding letter of intent whereby the Company will acquire all of the issued and outstanding securities of Valhalla Metals Inc. (\"Valhalla\") by way of a share exchange, amalgamation or such other form of business combination as the parties may determine in a definitive agreement to be negotiated between the parties, details of which will be provided in a subsequent news release.Upon successful completion of the proposed acquisition of the securities of Valhalla (the \"Transaction\"), it is anticipated that the Company will maintain its listing as a Tier 2 Mining issuer on the TSX Venture Exchange (\"TSX-V\") and will carry on the combined business of Solidus and Valhalla (the \"Resulting Issuer\"). The Transaction would constitute a 'reverse takeover' of the Company pursuant to Policy 5.2 of the TSX-V. Following completion of the Transaction but prior to the completion of any concurrent private placement as discussed below, shareholders of Solidus would hold approximately 20% of the Resulting Issuer with shareholders of Valhalla holding the remaining 80%.Transaction SummaryPursuant to the Transaction, the Company expects to issue approximately 50,000,000 post-Consolidation (as defined below) common shares (\"Solidus Shares\") to the holders of common shares in the capital of Valhalla (\"Valhalla Shares\"), with such Solidus Shares being issued to the Valhalla shareholders on a pro rata basis. No advances to be made by the Company to Valhalla are contemplated by the letter of intent and no finder's fees are expected to be payable in connection with the Transaction.The Transaction is subject to a number of terms and conditions, including, but not limited to, the parties entering into a definitive agreement with respect to the Transaction on or before December 31, 2021, or such other date as the parties may agree (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the completion of a private placement by the Company as further ...

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