Fusion Gold Receives TSXV Conditional Approval for Qualifying Transaction and Filing of Filing Statement
Vancouver, British Columbia–(Newsfile Corp. – February 11, 2021) – Fusion Gold Ltd. (TSXV: FMLP) (“Fusion” or the “Company”), is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (the “TSXV“) for the closing of its proposed qualifying transaction (as defined under Policy 2.4 of the TSXV) (the “Transaction“) with Battery Mineral Resources Corp. (“Battery“).
As previously disclosed, the Transaction will be completed by way of a three-cornered amalgamation pursuant to which Battery and a wholly-owned subsidiary of Fusion will amalgamate, and shareholders of Battery will exchange their securities of Battery for shares of Fusion on a one-for-one basis (post Fusion consolidating its shares on a two-for-one basis (the “Consolidation“)). As a result of the Transaction, Battery will become a wholly-owned subsidiary of Fusion.
On January 29, 2021, the Company and Battery further extended the time for completion of the Transaction to March 1, 2021.
In accordance with the requirements of the TSXV, a filing statement (the “Filing Statement“) in respect of the Transaction has been filed under Fusion’s issuer profile on SEDAR.
The completion of the Transaction is subject to a number of conditions, including, but not limited to, closing conditions customary to a transaction of the nature of the proposed Transaction, including those described in the Filing Statement. Assuming all conditions are satisfied, the closing of the Transaction is expected to occur on or about February 12, 2021.
Upon completion of the Proposed Transaction, the Company is expected to be listed on the TSXV as a Tier 2 mining issuer under the name “Battery Mineral Resources Corp.” and under the ticker symbol “BMR”. The Consolidation and name change were approved by consent resolutions of the board of directors of Fusion on December 18, 2020, and the Consolidation will take effect on or about February 12, 2021, under the new CUSIP number 07133G109.
In addition and in conjunction with the Transaction, on January 15, 2021, Battery completed its private placement for gross proceeds of $1.75 million (the “Concurrent Financing“). Under the Concurrent Financing, Battery issued an aggregate of 735,294 subscription receipts for flow-through common shares of Battery at a price of $0.68 per subscription receipt and 1,923,077 subscription receipts for non-flow-through common shares of Battery at a price of $0.65 per subscription receipt.
Proceeds of the Concurrent Financing will be held in escrow pending completion of the Transaction on or before February 15, 2021. All securities issued and issuable in connection with the Concurrent Financing are subject to a four-month hold period that will expire on May 16, 2021. No finder’s fees were paid in connection with the Concurrent Financing. Immediately prior to completion of the Transaction, each subscription receipt will automatically be converted into one common share of Battery and exchanged for common shares of Fusion on a one-for-one basis pursuant to the Transaction and, subject to satisfaction of certain routine requirements, without any resale restriction under Canadian securities laws.
Issuance of the Final Exchange Bulletin, and the resumption of trading in the Company’s shares on the Exchange, remain subject to the completion of customary filings required by the policies of the TSXV.
For further details on the Transaction please refer to the Company’s news releases dated December 24, 2019, March 25, 2020, May 15, 2020, September 1, 2020, and December 31, 2020.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
For further information, please contact:
Fusion Gold Ltd.
David DeWitt, Director
Phone: 604 628 1100
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Fusion’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
Forward-looking statements involve significant risk, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to differ materially from the results discussed or implied in the forward-looking statements. Such factors include, among other things: risks and uncertainties relating to the Company’s ability to complete the proposed Transaction and the resumption of trading in the Company’s Common Shares. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/74246