|July 05, 2018|
Paget Minerals Corp. Enters into Amalgamation Agreement with Ascent Industries Corp.
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distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
July 5, 2018 - Vancouver, British Columbia - Paget Minerals Corp. (NEX: PGS.H) ("Paget") is pleased to announce that it has entered into an amalgamation agreement dated June 29, 2018 (the "Amalgamation Agreement") with Ascent Industries Corp. ("Ascent") in furtherance of Paget's proposed business combination with Ascent (the "Transaction") as previously disclosed in Paget's news releases dated April 30, 2018, and June 25, 2018, copies of which, along with the Amalgamation Agreement, are available on Paget's company profile at www.sedar.com.
Pursuant to the Amalgamation Agreement, Paget and Ascent will amalgamate under the Business Corporations Act (British Columbia) (the "Amalgamation") to form a new company which will operate under the name "Ascent Industries Corp." (the "Resulting Issuer"), and the Resulting Issuer will carry on the business previously carried on by Ascent.
Immediately prior to the completion of the Amalgamation, Paget will consolidate all of its issued and outstanding common shares ("Paget Shares") on the basis of one post-consolidation Paget Share for every six pre-consolidation Paget Shares. In addition, each outstanding security convertible into Paget Shares will be consolidated on the basis of one equivalent right to convert such convertible security into a post-consolidation Paget Share for every six rights to convert such convertible security into a pre-consolidation Paget Share. After completion of Paget's previously announced financing, details of which can be found in Paget's April 30, 2018 press release, at the effective time of the Amalgamation (the "Effective Time"), each issued and outstanding post-consolidation Paget Share will be cancelled and replaced by one common share in the capital of the Resulting Issuer (a "Resulting Issuer Share") and each issued Ascent common share will be cancelled and replaced by one Resulting Issuer Share. In addition, the other outstanding securities of each of Paget and Ascent will be exchanged for securities of the Resulting Issuer in accordance with the terms of the Amalgamation Agreement at the Effective Time.
Upon completion of the Transaction, it is expected that there will be 309,184,623 Resulting Issuer Shares issued and outstanding. Holders of Paget Shares ("Paget Shareholders") are expected to own approximately 2.7% of the Resulting Issuer Shares and holders of Ascent common shares are expected to own approximately 97.3% of the Resulting Issuer shares (on a non-diluted basis).
Annual and Special Meeting of Shareholders
On July 26, 2018, Paget will be holding an annual and special meeting (the "Meeting") of Paget Shareholders, at which Paget Shareholders will be asked to consider and, if deemed advisable, approve, a special resolution in respect of the Amalgamation. At the Meeting Paget Shareholders will also be asked to consider, among other things, fixing the number and the election of directors of Paget, the appointment of the auditors of Paget, the approval of Paget's stock option plan, and the delisting of the Paget Shares from the NEX board of the TSX Venture Exchange. Further details regarding the Meeting can be found in Paget and Ascent's joint management information circular dated July 2, 2018, a copy of which is available on Paget's company profile at www.sedar.com.
Ascent will also hold a special meeting of its shareholders on July 26, 2018, at which Ascent shareholders will also be asked to consider and, if deemed advisable, approve a special resolution in respect of the Amalgamation.
The Paget Shares will remain halted from trading and subject to being delisted from the TSX Venture Exchange (the "TSXV") and the proposed listing of the Resulting Issuer Shares on the Canadian Securities Exchange (the "CSE") the shares are not expected to resume trading until after completion of the Transaction.
All information contained in this news release with respect to Paget and Ascent was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Mark Brown, Chief Executive Officer, Paget Minerals Corp.
Philip Campbell, Chief Executive Officer and Director, Ascent.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance from the CSE and if applicable pursuant to the requirements of TSXV and the CSE, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or listing 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.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSXV nor the CSE has in any way passed upon the merits of the proposed Transaction or the listing of the Resulting Issuer Shares and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV OR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV), NOR THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction and Amalgamation and the completion thereof; the Meeting; the business and operations of the Paget, Ascent and the Resulting Issuer after the proposed Transaction; and the trading of the Paget Shares and Resulting Issuer Shares, as the case may be. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Paget and Ascent assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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