FOR IMMEDIATE RELEASE…Vancouver, British Columbia: World Copper Ltd. (“World Copper”) and Allante Resources Ltd. (TSXV: ALL.H) (“Allante”) are pleased to announce the receipt of conditional approval of the TSX Venture Exchange (the “TSXV”) to proceed with their previously announced proposed qualifying transaction (the “Transaction”) (see news release dated October 8, 2020). Detailed information regarding the Transaction and other relevant information is contained in the Filing Statement dated December 22, 2020 which has been filed on Allante’s SEDAR profile on www.sedar.com(the “Filing Statement”).
In connection with the Transaction, Allante intends to change its name to “World Copper Ltd.” and World Copper intends to change its name to 1188893 B.C. Ltd. The trading symbol of the resulting issuer on closing of the Transaction is expected to be “WCU”.
The Transaction remains subject to satisfaction of a number of conditions, including completion of the Concurrent Financing (as defined below).
The Transaction is currently expected to close on or about January 15, 2021.
World Copper Concurrent Financing
The parties have received conditional acceptance from the TSXV to undertake, concurrently with the closing of the Transaction, a non-brokered private placement of a minimum of 24,166,667 units of World Copper (each, an “Offered Unit”) up to a maximum of 27,083,333 Offered Units at a price of $0.12 per Offered Unit for minimum gross proceeds of $2,900,000 and up to a maximum gross proceeds of $3,250,000 (the “Concurrent Financing”). Each Offered Unit will be comprised of one common share without par value in the capital of World Copper (each, a “World Copper Share”) and one common share purchase warrant of World Copper (each, a “World Copper Warrant”). Each World Copper Warrant will be exercisable for one World Copper Share for a period of 24 months following issuance at a price of $0.20 per World Copper Warrant. The Concurrent Financing is expected to close immediately prior to or concurrently with the closing of the Transaction.
World Copper may pay a finder’s fee on all or a portion of the Concurrent Financing consisting of a cash commission equal to 8% of the gross proceeds raised by each finder and finder’s warrants (the “Finder’s Warrants”) equal to 8% of the corresponding number of Offered Units. Each Finder’s Warrant is non-transferable and is exercisable for one World Copper Share for a period of 24 months following the closing of the Concurrent Financing at a price of $0.20 per Finder’s Warrant.
The proceeds of the Concurrent Financing are expected to be used to fund costs associated with closing the Transaction, the proposed work program on the Escalones project described in the Filing Statement and for general working capital purposes.
This news release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Shares for Debt
In connection with the Transaction, World Copper has agreed to settle outstanding corporate debts of Allante (the “Debt Settlement”) in the aggregate amount of $320,000 owing to Joe DeVries, the President and CEO of Allante, and Simco Services Inc., a private company controlled by Mr. DeVries (together, the “Creditors”) through the issuance of 2,666,666 World Copper Shares to the Creditors (the “Debt Settlement Shares”) concurrently with the closing of the Transaction.
Upon closing of the Transaction, the Debt Settlement Shares will be deposited into escrow with the resulting issuer’s transfer agent and registrar pursuant to the terms of a CPC Escrow Agreement on Exchange Form 2F as more particularly described in the Filing Statement.
| On Behalf of the Board of Directors of World Copper “Patrick Burns” President and CEO | On Behalf of the Board of Directors of Allante “Joe DeVries” President and CEO |
| For further information, please contact: World Copper Marla Ritchie, Corporate Secretary marla@worldcopperltd.com | Allante Joe DeVries, President and CEO (604) 336-8616 |
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Cautionary Statement Regarding Capital Pool Companies
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. The TSXV has in no way passed upon the merits of the proposed Transaction or the Concurrent Financing and has neither approved nor disapproved the contents of this press release.
Completion of the Transaction and the Concurrent Financing is subject to a number of conditions, including but not limited to, final TSXV acceptance. There can be no assurance that the Transaction or the Concurrent Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Transaction or the Concurrent Financing 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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein including, without limitation, statements with respect to anticipated exploration program results from exploration activities, World Copper and Allante’s expectation that they will be able to complete the Transaction and the Concurrent Financing or enter into agreements to acquire interests in additional mineral properties, the discovery and delineation of mineral deposits/resources/reserves and the anticipated business plans and timing of future activities of World Copper, Allante and the Resulting Issuer, are forward-looking statements. Although World Copper and Allante believe that such statements are reasonable, they can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this news release, World Copper and Allante have applied several material assumptions, including without limitation, that final TSXV acceptance and the required corporate approvals of the Transaction, the Concurrent Financing and the Debt Settlement will be obtained, that there will be investor interest in the Concurrent Financing, market fundamentals will result in sustained copper demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future development of World Copper or the Resulting Issuer’s Chilean projects in a timely manner, including the Escalones project and the Cristal project, the availability of financing on suitable terms for the development, construction and continued operation of World Copper and the Resulting Issuer’s projects and their ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of World Copper, Allante and the Resulting Issuer to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, among others, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, including on the Escalones Project and the Cristal Project, the estimation or realization of mineral reserves and mineral resources, the fact that World Copper and the Resulting Issuer’s interests in the Cristal project and the Escalones exploitation concessions are options only and there is no guarantee that such interests, if earned, will be certain, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of copper, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in the concurrent financing, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on World Copper or the Resulting Issuer’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of World Copper or Allante, as applicable, to obtain any necessary permits, consents, approvals or authorizations, including final acceptance by the TSXV required for the Transaction and the continued listing of the Resulting Issuer on the TSXV, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and risks related to joint venture operations, and other risks and uncertainties disclosed in Allante’s continuous disclosure documents. All of Allante’s Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical report on World Copper’s Escalones project and additional technical reports, when filed, with respect to the Resulting Issuer’s mineral properties. In this forward-looking statement, Allante, after completion of the Transaction, is referred to as the “Resulting Issuer”.
Readers are cautioned not to place undue reliance on forward-looking statements. Neither World Copper nor Allante undertake any obligation to update any of the forward-looking statements in this news release or incorporated by reference herein, except as otherwise required by law.