Holly Street Capital Ltd. (TSXV: HSC.P) (“
Holly”
or the “
Company”) previously announced that the
Company has entered into a securities exchange agreement with US
Critical Metals Corp. (“
USCM”) and the
securityholders of USCM (the “
USCM
Securityholders”) dated January 10, 2022 (the
“
Definitive Agreement”). The Definitive Agreement
is in respect of a business combination transaction pursuant to
which Holly will acquire all of the issued and outstanding
securities of USCM (the “
Proposed Transaction”).
It is anticipated that the Proposed Transaction will constitute the
qualifying transaction of Holly in accordance with Policy 2.4 –
Capital Pool Companies of the Corporate Finance Manual of the TSX
Venture Exchange (the “
TSXV”). The Company
following the completion of the Proposed Transaction is referred to
as the “
Resulting Issuer”. All currency references
herein are in Canadian currency unless otherwise noted.
Summary of Proposed
Transaction
The Proposed Transaction will be effected by way
of a securities exchange among the Company, USCM and the USCM
Securityholders. Pursuant to the Definitive Agreement, holders of
the 28,000,100 issued and outstanding common shares of USCM
(“USCM Shares”) at closing will receive one
Post-Consolidation Holly Share (as defined below) for each USCM
Share held (the “Exchange Ratio”). Pursuant to the
Definitive Agreement, all existing securities convertible into USCM
Shares, including 25,000,000 warrants to acquire USCM Shares at an
exercise price of $0.10 per share, shall be exchanged, based on the
Exchange Ratio, for similar securities to purchase
Post-Consolidation Holly Shares on substantially similar terms and
conditions.
On or immediately prior to the closing of the
Proposed Transaction, Holly will complete a consolidation (the
“Consolidation”) of its issued and outstanding
common shares (the pre-Consolidation common shares in the
authorized structure of Holly being referred to as, the
“Holly Shares”) on the basis of one new common
share in the authorized structure of Holly (the
“Post-Consolidation Holly Shares”) for each 1.5
old Holly Shares, such that, prior to closing of the Proposed
Transaction, Holly will have approximately 5,006,666
Post-Consolidation Holly Shares issued and outstanding, not
including those Post-Consolidation Holly Shares issued pursuant to
the Concurrent Financing (as defined below) or the Agreement
Finder’s Fee (as defined below).
It is anticipated that the Resulting Issuer will
continue the business of USCM under the name “US Critical Metals
Corp.” (the “Name Change”). The business of the
Resulting Issuer will be primarily focused on the exploration of
the Idaho Property (as defined below), the Nevada Property (as
defined below), and acquisition of additional properties.
In conjunction with closing of the Proposed
Transaction, the Company will also pay a finder’s fee of 1,467,857
Post-Consolidation Holly Shares to Dragon Alternative Fund Inc., an
arm’s length finder, (the “Agreement Finder’s
Fee”) subject to TSXV approval.
Certain Post-Consolidation Holly Shares to be
issued pursuant to the Proposed Transaction are expected to be
subject to restrictions on resale or escrow under the policies of
the TSXV, including the securities to be issued to principals (as
defined under the TSXV policies), which will be subject to the
escrow requirements of the TSXV.
The completion of the Proposed Transaction is
subject to a number of terms and conditions, including without
limitation the following: there being no material adverse changes
in respect of either Holly or USCM; the parties obtaining all
necessary consents, orders, regulatory and shareholder approvals,
including the conditional approval of the TSXV; completion of the
Consolidation, Name Change and any other required corporate changes
requested by USCM, acting reasonably; completion of the Concurrent
Financing; completion of NI 43-101 compliant technical reports for
the Idaho Property and the Nevada Property; and other standard
conditions of closing for a transaction in the nature of the
Proposed Transaction.
Upon completion of the Proposed Transaction, it
is estimated that Holly will have issued at least 14,285,714
Post-Consolidation Units (as defined below) consisting of
14,285,714 Post-Consolidation Holly Shares and 14,285,714
Post-Consolidation Holly Warrants (as defined below) pursuant to
the Concurrent Financing. As such, upon the completion of the
Proposed Transaction, it is estimated that former holders of USCM
Shares will hold approximately 57.4% of the issued and outstanding
shares of the Resulting Issuer (“Resulting Issuer
Shares”), former holders of Holly Shares will hold
approximately 10.3% of the Resulting Issuer Shares, and the
Post-Consolidation Holly Shares issued pursuant to the Concurrent
Financing will represent approximately 29.3% of the Resulting
Issuer Shares, in each case on a non-diluted basis. Former holder
of USCM Shares and Holly Shares may also hold Post-Consolidation
Holly Shares issued pursuant to the Concurrent Financing. Such
overlapping ownership is not accounted for in the estimated
capitalization numbers presented above.
There can be no assurance that all of the
necessary regulatory and shareholder approvals will be obtained or
that all conditions of closing will be met.
Upon completion of the Proposed Transaction, it
is anticipated that the Resulting Issuer will be listed as a Tier 2
mining issuer on the TSXV, with USCM as its primary operating
subsidiary.
About US Critical Metals
Corp.
USCM is a private mining company incorporated
under the laws of British Columbia and with its head office in
British Columbia.
USCM is and has been since incorporation focused
on mining projects that will further secure the US supply of
critical metals, which are essential to fueling the new age
economy. Pursuant to option agreements with private Canadian and
American companies, USCM’s assets consist of two option agreements,
each providing USCM with the right to acquire a 100% interest in
the respective mineral exploration project. Such exploration
projects include the Haynes Cobalt Project, consisting of 23 lode
claims, located in Idaho (the “Idaho Property”),
and the Clayton Ridge Lithium Project, consisting of 90 unpatented
mining claims, located in Nevada (the “Nevada
Property”).
A significant percentage of the world’s critical
metal supply comes from sources that are not aligned with US
interests and demands. USCM intends to explore and develop critical
metal assets with near and long-term strategic value to the
advancement of US interests and that contribute to the US
maintaining its leading global position in the green energy economy
and emerging technology.
The global shift in energy supply and demand can
be sustainably advanced by ensuring US domestic resources are
explored and developed responsibility and efficiently. USCM is
committed to responsible resource development and adhering to
environmental, social and governance practices and procedures.
The Idaho Property
The Idaho Property is located in the Idaho
Cobalt Belt (“ICB”), an approximately 55 km long
district characterized by copper and cobalt deposits, which was
first subject to exploration in 1899 by Blackbird Copper-Gold
Mining Co. The Idaho Property sits approximately 32 km southwest of
Salmon, Idaho and 1.93 km east of the historical Blackbird Mine.
Jervois Global Ltd.’s Idaho Cobalt Operation
(“Jervois”) is also located adjacent to the Idaho
Property. Jervois is host to the Ram Deposit, approximately 5 km
northwest of the Idaho Property. The Blackbird Mining District is
known as the most mineralized section of the ICB where the
classification of copper and cobalt deposit types have been varied
throughout time. The Idaho Property benefits from being close to
infrastructure and is accessible by forestry roads and is less than
1 km from power lines. The ICB region is once again seeing
significant exploration and development in the Blackbird Mining
District.
The Idaho Property covers a portion of the
historically developed Haynes Stellite Deposit within the
historical Blackbird Mining District, where a total of 10 adits and
3 trenches were located and sampled by Haynes Stellite Co., between
1917 and 1920. The majority of the adits are located at the
northwestern end of the Idaho Property, neighboring with Jervois,
with the other 4 adits located along the northwest–southeast
mineralized trend. The Idaho Property also contains a portion of
the associated historical underground workings from historical
development.
Exploration by Noranda Exploration Inc.
(“Noranda”) from 1979 to 1981 further developed
the Idaho Property near the historical adits, with promising
results from surface and underground drilling. Noranda drilled a
total of 3 holes totaling 885.44 metres, all of which were collared
just north of the current property boundary and intersected the
tourmalinized breccia. Results from one of the drillholes
(HS-80-2A) with a strike and dip of 205° and -45°, respectively,
returned 0.53% cobalt over 1.77 metres (true mineralization
thickness) in one of the northwest-southwest trending breccias.
Additional reconnaissance work by Noranda in
1980 defined a trend of tourmaline-bearing breccia just north of
the Idaho Property. Tourmaline-bearing breccia is related to cobalt
mineralization in the historical workings and elsewhere in the
ICB.
Mineralization at the Idaho Property is hosted
within tourmaline-bearing breccia bodies that contain abundant
cobaltite and xenotime overlying the historic Gunsight Formation
comprised of quartzite beds with thin interbeds of black biotite
phyllite in the area of the Idaho Property.
In 2021, USCM completed a ground magnetic survey
and soil and rock sampling programs including 76 grab/rock samples.
The rock samples were collected from metasediments, tourmaline
breccias, quartz veins, biotite schist and a felsic tuff located in
historical workings and outcrops concentrated in the northwestern
portion of the Idaho Property, near the historic Haynes Stellite
Mine, confirming a strike length of 1.5 km southeast of the
historic Haynes Stellite Mine. The samples were described,
photographed, bagged and shipped to Activation Laboratories Ltd. in
Ancaster, Ontario, a laboratory independent from Holly and USCM.
Results from the rock sample analyses confirmed widespread cobalt,
gold and other rare earth element mineralization in the tourmaline
breccias on the Idaho Property. One particular grab sample of the
tourmaline breccia (HS21SD-010) showed 1.18% cobalt and 0.908 grams
per tonne gold.
The soil sampling consisted of a property-wide
contour-style program. Lines were spaced approximately 150 metres
apart and samples were spaced 100 metres apart along those lines.
The samples were collected from the B horizon, bagged, labelled and
shipped for analysis by Activation Laboratories Ltd. Results from
the soil sample program returned elevated values of cobalt, copper
and gold that confirm the northwest-southeast trend of
mineralization and show an offset in the southern half of the Idaho
Property.
The ground magnetic survey was 16.5 line-km with
100 metre line spacing and covered the entire property. Results
from the survey highlighted two structures running
northeast-southwest in the southern half of the Idaho Property.
These structures are coincident with the offset in values for
cobalt, copper and gold noted in the soil samples.
The Company and USCM have completed a National
Instrument 43-101 - Standards of Disclosure for Mineral Projects
(“NI 43-101”) compliant technical report in
respect of the Idaho Property with the effective date of January
25, 2022.
The scientific and technical information
contained in this news release about the Idaho Property has been
reviewed and approved by Brian T. Brewer, CPG M.Sc., of Brewer
Exploration and Geological Services Inc., who is a “Qualified
Person” as defined in NI 43-101 (the “Idaho
Author”).
The Idaho Author was able to confirm the geology
and other technical aspects of the Idaho Property as described
above pursuant to a field visit to the Idaho Property on October
13, 2021, during which the Idaho Author collected three rock
samples from the historic Haynes Stellite Mine located on the Idaho
Property. All samples collected by the Idaho Author were sent to
Paragon Geochemical Laboratory in Sparks, Nevada, an ISO/IEC
17025:2017 accredited laboratory, independent from Holly and USCM.
The samples collected were described in detail, photographed and
their locations were marked in the field for future reference. The
most promising sample was collected from an approximately 30 cm
wide near-vertical, biotite-rich structure striking 140° with
significant erythrite mineralization, which confirmed the presence
of significant cobalt, copper and gold mineralization on the Idaho
Property. The Idaho Author’s samples were not analyzed for rare
earth elements.
In conjunction with the on-site field review of
the Idaho Property, the Idaho Author conducted a thorough review of
all technical data generated by Dahrouge Geological Consulting Ltd.
during their exploration activities and found no reason to question
the validity of their results.
Terms of the option agreement for Idaho
Property
Pursuant to the terms of the option agreement,
USCM may acquire a 100% interest in the Idaho Property by paying a
total of $100,000 and issuing an aggregate of 2,500,000 USCM Shares
to the vendor as follows:
- Issuance of 2,500,000 USCM
Shares to the underlying vendor upon closing of a
go public transaction resulting in the USCM Shares being listed on
a recognized stock exchange in Canada. These USCM Shares will be
subject to the same escrow conditions as principals of the
Resulting Issuer or as otherwise determined by the
TSXV;
- Payment of $50,000 in cash
to the underlying vendor upon the listing of the
USCM Shares on a recognized stock exchange in Canada;
and
- USCM will make a $50,000
cash payment to the underlying vendor on the one-year anniversary
of listing of the USCM Shares on a recognized stock exchange in
Canada.
In addition to the foregoing, USCM
will keep the Idaho Property in good standing
during the option period, fund the cost of an upcoming exploration
program of approximately (not less than) $100,000; and fund the
cost of a third party authored NI 43-101 technical
report.
The underlying vendor will also maintain a 3%
net smelter return royalty (“NSR”) on production,
subject to a buy-back provision whereby USCM can repurchase 1.5% of
the NSR from the underlying vendor in exchange for $1,500,000.
The Nevada Property
The Nevada Property is a lithium claystone
deposit located in Esmeralda County, Nevada on the east flank of
the Clayton Valley. The project is located just 18 km west of
Goldfield, Nevada and roughly 17 km southeast of Silver Peak,
Nevada, lying within a topographic swale between the Montezuma
Range and Clayton Ridge. The project is comprised of 90 unpatented
lode mining claims, covering 1,760 acres, with easy driving access
to all claims.
Clayton Valley is one of a group of intermediate
size valleys in southern Nevada with a playa floor of about 100
km2, which receives surface drainage from a surrounding area of
about 1300 km2. Roughly 6 million years ago, about 100 km3 of lava
erupted from the Silver Peak volcanic center in the western part of
Clayton Valley. East of Clayton Valley, more than 100 km3 of
tertiary ash-flow and air-fall tuff is exposed at Clayton Ridge and
as far east as Montezuma Peak. The Nevada Property itself hosts
deposits of lacustrine sediments consisting of clay, ash and
silicic volcanic rocks as well as opaline chalcedony and silicified
sediments suggesting low-temperature hydrothermal events possibly
related to hot spring activity. This is consistent with historic
reports of paleo-hot springs along the flanks of the Montezuma
Mountains. Since lithium is expected to be contained in the clay
structure, it is possible that surface waters may be able to leach
or enrich lithium in near-surface environments.
Lithium has been identified in potentially
economic concentrations in brine deposits on the Nevada Property.
Brines are the largest producer of lithium worldwide with the only
active lithium producer in the US located in the Clayton
Valley.
Historical rock grab samples on the Nevada
Property were taken in July 2021, which revealed strongly anomalous
lithium values across the entire section. A total of 64 samples
were taken at this time, of which averaged 517 parts per million of
lithium and peaked at 950 parts per million (sample CRC4, located
E460959, N4169416). All samples were tested by American Assay
Laboratories in Sparks, Nevada, a laboratory independent from Holly
and USCM. Lithium concentrations appear to be highest in finely
laminated claystone beds and, owing to the homogenous nature of
these beds, it is likely that the samples are representative of the
site as a whole.
The Nevada Property is one of several lithium
projects in Clayton Valley. In addition to the only operating
lithium producer in the US (Albemarle), the Clayton Valley and
immediate surroundings host several lithium projects ranging from
early- to late-stage exploration (including, but not limited to,
Noram Lithium, Pure Energy, American Lithium, ioneer Ltd., Cypress
Development and Spearmint Resources).
Upon the successful completion of the
exploration program and the creation and approval of a plan of
operations, USCM will look to commence its maiden drill
program.
The Company and USCM have completed a National
Instrument 43-101 - Standards of Disclosure for Mineral Projects
(“NI 43-101”) compliant technical report in
respect of the Nevada Property with the effective date of December
28, 2021.
The scientific and technical information
contained in this news release about the Nevada Property has been
reviewed and approved by Robert J. Johansing, B.Sc. Geology, M.Sc.
Economic Geology, who is a “Qualified Person” as defined in NI
43-101 (the “Nevada Author”).
To verify and confirm the above information, the
Nevada Author visited the Nevada Property on December 2, 2021. A
traverse was conducted on the Nevada Property across the extensive
exposures of lithium-bearing sediments and several sites where
determined to be adequate for sampling. Sampling occurred in
shallow (<20 cm) hand-dug trenches approximately 0.5 to 1 metre
in length. Owing to the fissile nature of the sediments, the
material was easily excavated with a rock pick and bagged on site.
Sample weights ranged from 0.54 to 1.47 kg. a total of 9 rock
samples were collected by the Nevada Author from outcrops and
sub-crops along an east-west drainage along the lithium-bearing
horizons and were sent to American Assay Laboratories in Reno,
Nevada, a laboratory independent from Holly and USCM.
The samples collected were analyzed using the
ICP-5AM48 which showed high lithium variabilities in the rocks,
which reflect both the influence of the depositional environment
and the effect of the surficial leaching by surface agents.
Sampling of the outcrops and sub-crops revealed that lithium values
are generally in excess of 200 parts per million. The most
weathered sample collected during the December 2, 2021 site visit
(CR-14, located N4169390, E461313) contained 82.4 parts per million
lithium and was a strongly bleached claystone. The highest values
appeared to be associated with olive-green claystone. The most
promising sample (CR-13, located N4169470, E461203) contained 720.1
parts per million lithium and was a grey-olive-green claystone. The
results of the site visit compared reasonably well to historical
samples conducted on the Nevada Property and adequately confirm the
presence of strongly anomalous lithium contents in the sedimentary
claystone of the Nevada Property.
Terms of the option agreement for Nevada
Property
Pursuant to the terms of the option agreement,
USCM may acquire a 100% interest in the Nevada Property by paying a
total of US$225,000 and issuing 2,500,000 USCM Shares to the vendor
as follows:
-
payment of US$25,000 in cash upon signing the option agreement (the
“Signing Date”);
-
payment of US$75,000 in cash and issuance of 500,000 USCM Shares on
the first anniversary of the Signing Date;
-
payment of US$75,000 in cash and issuance of 500,000 USCM Shares on
the second anniversary of the Signing Date;
-
payment of US$50,000 in cash and issuance of 500,000 USCM Shares
upon listing of USCM on a recognized stock exchange in Canada;
and
-
issuance of a 1,000,000 USCM Shares upon completion of a NI 43-101
compliant Technical Report which confirms the presence on the
Nevada Property of 2,000,000 tons of lithium carbonate
equivalent.
The underlying vendor will also maintain a 3%
gross overriding return (“GOR”) on production,
subject to a buy-back provision whereby USCM can purchase back 1%
of the GOR from the underlying vendor in exchange for
US$1,000,000.
USCM has also reimbursed $24,492 of expenses
relating to (a) the federal annual mining claim maintenance fees
for the annual assessment year ending September 1, 2021; and (b)
the mining claim processing fees, location fees, and federal annual
mining claim maintenance fees and the county recording fees for the
unpatented mining claims.
Proposed Concurrent
Financing
In connection with the Proposed Transaction, the
parties expect to complete a concurrent financing of
post-Consolidation units of Holly at a price of $0.35 per unit (the
“Post-Consolidation Units”) for gross proceeds of
at least $5,000,000 (the “Concurrent Financing”).
The Concurrent Financing is subject to TSXV approval.
Each Post-Consolidation Unit shall consist of
one Post-Consolidation Holly Share and one common share purchase
warrant for Holly Shares following the completion of the
Consolidation (a “Post-Consolidation Holly
Warrant”). Each Post-Consolidation Holly Warrant shall
entitle the holder thereof purchase one Resulting Issuer common
share (a “Resulting Issuer Share”) at an exercise
price of $0.50 per share for a period of 24 months following the
date the Resulting Issuer Shares are listed on the TSXV (the
“Warrant Expiry Date”), in accordance with its
terms, and subject to an acceleration clause, which permits the
Resulting Issuer, at its option, to accelerate the Warrant Expiry
Date if, prior to the Warrant Expiry Date, the volume weighted
average closing price for the Resulting Issuer Shares on the TSXV
(or such other recognized stock exchange in Canada on which the
Resulting Issuer Shares are then listed) is equal to or greater
than $1.00 for a period of 10 consecutive trading days.
The Concurrent Financing will be completed on a
non-brokered basis. A finders fee will be paid to certain arm’s
registered dealers and other permitted individuals in relation to
the Concurrent Financing consisting of: (i) a cash payment in an
amount equal to 7% of the gross proceeds of the Concurrent
Financing directly sourced by such finders; and (ii) an amount of
Post-Consolidation Holly Warrants equal to 7% of the
Post-Consolidation Units sold pursuant to the Concurrent Financing
directly sourced by such finders. The finders will consist of
registered arm’s length dealers or other permitted individuals
under Canadian securities laws.
The proceeds of the Concurrent Financing will be
used to finance: (i) expenses of the Proposed Transaction and the
Concurrent Financing, (ii) the cash payments for the acquisition of
the Idaho Property and Nevada Property, (iii) exploration and other
expenses relating to the Idaho Property and the Nevada Property,
and (iv) the working capital requirements of the Resulting
Issuer.
Financial Information
The following table sets out selected audited
financial information with respect to USCM for the period from
formation to October 31, 2021. USCM's financial statements are
prepared in accordance with International Financial Reporting
Standards, issued by the International Accounting Standards Board,
and are denominated in Canadian dollars. USCM and its auditors are
currently in the process of preparing updated audited financial
statements for the period from formation to January 31, 2022, at
which time such revised audited financial information will be
disclosed.
|
As at October 31, 2021(audited) |
|
|
Assets |
$ 48,182 |
Liabilities |
$ 51,437 |
Share Capital |
$ 159,225 |
Net profit (loss) |
$ (229,429) |
Summary of proposed directors and
officers of the Resulting Issuer
Subject to TSXV approval and upon closing of the
Proposed Transaction, the board of directors of the Resulting
Issuer is expected to consist of four (4) directors, all of whom
will be nominated by USCM. The existing directors and officers of
Holly will resign at or prior to the closing of the Proposed
Transaction. It is expected that at closing of the Proposed
Transaction, the following USCM board members and officers will be
appointed to the board of the Resulting Issuer:
Darren Collins, Chief Executive Officer &
Director (Ontario, Canada)
Mr. Darren Collins has over 15 years of
corporate experience as an executive, board director and advisor of
private and public companies across multiple industries. His
expertise spans mergers and acquisitions, debt and equity
financings, go-public transactions, commercial partnerships,
accounting, and corporate governance. In recent engagements, he has
led and supported fundraisings totaling over $250 million in equity
capital and launched active M&A programs for early stage
companies. He has also been an executive and advisor to companies
that have collectively created billions of dollars in market value.
Prior to his current corporate activities, Darren worked for
several investment and merchant banks, including Allegro Capital,
LP in London, UK, Scotia Capital Inc. and Quest Capital Corp. (now
known as Sprott Resource Lending Corp.) in Toronto, Canada. Mr.
Collins holds a Bachelor of Commerce degree in finance from
Dalhousie University.
Marco Montecinos, Vice President, Exploration
& Director (Nevada, USA)
Mr. Marco Montecinos is a seasoned geologist
with over 35 years of experience in exploration projects and
business development in the Americas for both public and private
companies. Mr. Montecinos recently worked in a consulting capacity
for exploration strategy and project development initiatives with
several junior exploration companies in the western US. Prior to
that, he was Vice President of Exploration at Caza Gold Corp.,
worked as a Senior Consultant to Intrepid Mines Ltd. in the
Americas and Australia and was Vice President of Exploration for
Montana Gold. Mr. Montecinos has also worked with a number of
intermediate and senior producers including Francisco Gold, Phelps
Dodge, Placer Dome, Billiton, Alta Gold and Nerco Minerals. Marco
was instrumental in the discovery of the Marlin Deposit in
Guatemala and numerous gold deposits in Nevada, Mexico, and Central
America. Mr. Montecinos earned his Bachelor of Arts in Mathematics
and Physics with Geology Emphasis at the Western State College,
Colorado, and completed a professional course in Hydrothermal
Alteration for Mineral Exploration at the University of Idaho. He
is Member of the Geologic Society of Nevada, and resides in Reno,
Nevada.
Keith Li, Chief Financial Officer and Corporate
Secretary (Ontario, Canada)
Mr. Keith Li is a finance professional with over
10 years of corporate accounting and audit experience. He
specializes in providing management advisory services, accounting
and regulatory compliance services to companies in a number of
industries. Mr. Li began his career in the public accounting sector
as an auditor and had also held senior level positions for several
publicly held and private companies. Mr. Li is a Chartered
Professional Accountant and holds a Bachelor of Commerce degree
from McGill University.
Peter Simeon, Director (Ontario, Canada)
Mr. Peter Simeon has over 20 years of experience
as a lawyer focused on securities, corporate finance, and mergers
and acquisitions. Since February 2015 he has been a partner at
Gowling WLG (Canada) LLP and has extensive experience in corporate
commercial and securities law. Prior to 2015, he was a partner at a
boutique corporate law firm in Toronto. Mr. Simeon has a Bachelor
of Arts from Queen’s University and a law degree from Osgoode Hall
Law School at York University. Mr. Simeon acts as an independent
director on several publicly traded companies in Canada.
Scott Benson, Director (British Columbia,
Canada)
Mr. Scott Benson is an entrepreneur with over 15
years of experience founding, financing and developing resources
and technology companies. He is currently the Managing Director and
controlling shareholder of Recharge Capital Corp., a battery and EV
materials focused investment firm, which will also be a corporate
insider of the Resulting Issuer. His expertise includes the
identification of investment opportunities, investor relations and
marketing, and corporate finance. Mr. Benson received a Bachelor of
Economics from the University of Victoria.
Summary of insiders of the Resulting
Issuer other than directors and officers
Johnathan Dewdney, Insider (British Columbia,
Canada)
Mr. Johnathan Dewdney is a shareholder of USCM
and is expected to hold over 10% of the issued and outstanding
shares of the Resulting Issuer upon the completion of the Proposed
Transaction.
Sponsorship of a qualifying
transaction
Sponsorship of the Proposed Transaction is
required by the TSXV unless exempt in accordance with TSXV
policies. Holly has applied for an exemption from the sponsorship
requirements pursuant to the policies of the TSXV, however, there
is no assurance that an exemption is available or that Holly will
ultimately obtain an exemption if one is available. Holly intends
to include any additional information regarding sponsorship in a
subsequent press release, if required.
Filing Statement
In connection with the Proposed Transaction and
pursuant to the requirements of the TSXV, Holly will file a filing
statement on its issuer profile on SEDAR (www.sedar.com), which
will contain details regarding the Proposed Transaction, Holly,
USCM and the Resulting Issuer.
Trading Halt
The Holly Shares are currently halted from
trading, and the trading of the Holly Shares is expected to remain
halted pending completion of the Proposed Transaction.
Other information relating to the
Proposed Transaction
The Proposed Transaction will not constitute a
non-arm’s-length qualifying transaction (as such term is defined in
the policies of the TSXV) for Holly. Accordingly, the Proposed
Transaction will not require the approval of the shareholders of
Holly.
The Proposed Transaction may require the
approval of the shareholders of USCM. If required, USCM will hold a
meeting of shareholders to seek all necessary approvals, the
details of which will be disclosed once available.
In connection with the Proposed Transaction,
McMillan LLP is acting as legal counsel to Holly and Gowling WLG
(Canada) LLP is acting as legal counsel to USCM.
Additional information concerning the Proposed
Transaction, Holly, USCM and the Resulting Issuer will be provided
once determined in a subsequent news release and in the filing
statement to be filed by Holly in connection with the Proposed
Transaction, which will be available in due course under Holly’s
SEDAR profile.
About Holly Street Capital
Ltd.
Holly is designated as a capital pool company
under TSXV Policy 2.4. Holly has not commenced commercial
operations and has no assets other than cash. Holly’s objective is
to identify and evaluate businesses or assets with a view to
completing a qualifying transaction. Any proposed qualifying
transaction must be approved by the TSXV and, in the case of a
non-arm’s-length qualifying transaction, must also receive majority
approval of the minority shareholders. Until the completion of a
qualifying transaction, Holly will not carry on any business other
than the identification and evaluation of businesses or assets with
a view to completing a proposed qualifying transaction.
As of the date hereof, Holly has 7,510,000
common shares issued and outstanding (2,000,000 of which are
subject to escrow restrictions), and an aggregate of 450,000 common
shares are reserved for issuance upon the exercise of outstanding
stock options.
Holly is a portfolio company of Resurgent
Capital Corp. (“Resurgent”), a merchant bank
providing venture capital markets advisory services and proprietary
financing. Resurgent works with promising public and pre-public
micro-capitalization companies listing on Canadian stock exchanges.
For more information on Resurgent and its portfolio companies,
please visit Resurgent’s website at https://www.resurgentcapital.ca
or follow Resurgent on LinkedIn at
https://ca.linkedin.com/company/resurgent-capital-corp.
For further information regarding Holly and the
Proposed Transaction, please contact Joel Freudman, Chief Executive
Officer of Holly, at (647) 880-6414.
For further information regarding USCM and the
Proposed Transaction, please contact Darren Collins, Chief
Executive Officer of USCM, at (786) 633-1756.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Completion of the Proposed Transaction is
subject to a number of conditions, including but not limited to,
TSXV acceptance and if applicable pursuant to TSXV Requirements,
majority of the minority shareholder approval. Where applicable,
the Proposed Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Proposed Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed 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.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press release.
All information contained in this news release
with respect to Holly and USCM was supplied by the parties,
respectively, for inclusion herein, and Holly and its respective
directors and officers have relied on USCM for any information
concerning such party.
This news 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.
Forward-Looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain acts, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”.
Forward-looking information in this press
release may include, without limitation, statements relating to:
the completion of the Proposed Transaction, the proposed business
of the Resulting Issuer, the completion of the Concurrent
Financing, degree to which historical drill results are reflective
of actual mineral resources, USCM or the Resulting Issuer
completing mapping and sampling at the Idaho Property and
completing a geological survey, satisfying terms of the option
agreements and acquiring a 100% interest in each of the Idaho
Property and the Nevada Property, the exploration plans and
strategy of the Resulting Issuer, the proposed directors and
officers of the Resulting Issuer, the completion of the
Consolidation, the completion of the Name Change, the completion of
the Concurrent Financing, the estimated capitalization of the
Resulting Issuer, TSXV sponsorship requirements and application for
exemption therefrom, shareholder and regulatory approvals, the
filing of a filing statement on SEDAR, the resumption of trading of
Resulting Issuer Shares and future press releases and
disclosure.
These statements are based upon assumptions that
are subject to significant risks and uncertainties, including
transaction and financing risks, mineral exploration risks, and
volatility in financial markets and economic conditions and
commodities prices. Because of these risks and uncertainties and as
a result of a variety of factors, the actual results, expectations,
achievements or performance of each of Holly and USCM may differ
materially from those anticipated and indicated by these
forward-looking statements. Any number of factors could cause
actual results to differ materially from these forward-looking
statements as well as future results. Although each of Holly and
USCM believes that the expectations reflected in forward looking
statements are reasonable, they can give no assurances that the
expectations of any forward-looking statements will prove to be
correct. Except as required by law, each of Holly and USCM
disclaims any intention and assume no obligation to update or
revise any forward-looking statements to reflect actual
results.
Holly Street Capital (TSXV:HSC.P)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Holly Street Capital (TSXV:HSC.P)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025