Mineworx Enters into Agreement to
Sell Cehegin Iron Ore Asset
Edmonton, AB, Canada - March 22,
2022 - InvestorsHub NewsWire
-- Mineworx
Technologies Ltd., (the "Corporation" or
"Mineworx")
(TSXV: MWX) (OTCQB: MWXRF) (FSE: YRS WKN: A2DSW3) announced that,
further to its January 17, 2022 news release, it has entered into a
share purchase agreement dated March 21, 2022 (the
"Share Purchase
Agreement") with Iron Bull Mining Inc.
("Iron Bull"),
pursuant to which Mineworx will sell its Spanish subsidiary,
Magnetitas del Cehegín, S.L. ("MDC"), which company is the direct
owner of Mineworx's Cehegin Iron Ore Asset, for a purchase price of
$20,000,000 (the "Proposed
Transaction"). The arm's length Proposed Transaction
will constitute a "Change of Business" for Mineworx (the
"Proposed COB")
under the applicable policies of the TSX Venture Exchange (the
"TSXV").
The Proposed COB would see Mineworx transition from a
Resource Issuer to a Technology Issuer on the TSXV.
Prior to the closing of the Proposed Transaction, MDC would
complete a reorganization (the "MDC Reorganization"), pursuant to
which Mineworx's direct wholly-owned Spanish subsidiary, Solid
Mines Espana, S.A.U. ("SME"), would merge with its direct
wholly owned subsidiary, MDC, such that MDC is the surviving entity
that holds the Cehegin Iron Ore Asset. If the MDC Reorganization
has not been completed prior to the intended closing date, and if
both parties agree to waive the closing condition that the MDC
Reorganization has been completed, then Mineworx may sell all of
the issued and outstanding shares of SME pursuant to the Proposed
Transaction.
Pursuant to the Proposed Transaction, the purchase price in
the amount of $20,000,000 will be paid by the issuance of an
aggregate of 20,000,000 common shares in the capital of Iron Bull
(the "Iron Bull
Shares") at a deemed price of $1.00 per share. In
connection with the Proposed Transaction, management of Mineworx
intends to distribute approximately 86.6% of the Iron Bull Shares
to the shareholders of the Corporation by way of dividend or other
distribution of capital and concurrently reduce the stated capital
of the common shares of Mineworx by an amount equal to the
aggregate value of the Iron Bull Shares distributed in the Proposed
Transaction, projected to be $17,325,804 (the "Reduction of Stated
Capital").
In connection with the Proposed COB, the Corporation also
intends to change the name of the Corporation to such name as the
Board of Directors of the Corporation deem appropriate and as may
be approved by the applicable regulatory authorities (the
"Name
Change").
There will be no change to the directors and officers of the
Corporation in connection with the Proposed Transaction or Proposed
COB.
Conditions
The Proposed Transaction is subject to a number of conditions
including the following: (a) the completion of the MDC
Reorganization; (b) Don Weatherbee,
the Chief Financial Officer of Mineworx, shall be appointed as
Chief Financial Officer and as a director of Iron Bull; (c) the
TSXV shall have provided Mineworx with conditional approval for the
Proposed COB; (d) the approval of
the shareholders of Mineworx of the Proposed COB; (e) if required
by the TSXV, Mineworx shall retain a sponsor to provide a
sponsorship report to the TSXV in respect of the Proposed COB or
use reasonable efforts to obtain a sponsorship exemption; and (f)
all required regulatory approvals shall have been
obtained.
Shareholder Meeting
Mineworx has called a special meeting of shareholders to be
held on May 6, 2022, to approve, among other things, the Proposed
COB, the Reduction of Stated Capital and the Name
Change.
Sponsorship
Mineworx has applied for an exemption from the TSXV's
sponsorship requirements in connection with the Proposed
COB.
About
Mineworx
Mineworx is positioned for growth in the CleanTech sector
through the development and commercialization of its
environmentally friendly processing technologies for the recovery
of precious metals. Initial focus is the extraction of platinum and
palladium from diesel catalytic converters with its partner Davis
Recycling. For further information go to www.mineworx.net.
Completion of the
Proposed Transaction and Proposed COB is subject to a number of
conditions, including but not limited to, in respect of the
Proposed COB, TSXV acceptance and shareholder
approval. Where applicable, the
Proposed Transaction and Proposed COB cannot be completed until the
conditions are satisfied, or waived, if waiver is possible in the
circumstances. There can be no assurance
that the Proposed Transaction and Proposed COB will be completed as
proposed or at all.
Investors are
cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Proposed Transaction
and Proposed COB, any information released or received with respect
to the Proposed Transaction, Proposed COB and related transactions
may not be accurate or complete and should not be relied
upon. Trading in the securities of
Mineworx should be considered highly speculative.
The TSX Venture
Exchange Inc. has in no way passed upon the merits of the Proposed
Transaction or Proposed COB and has neither approved nor
disapproved the contents of this press release.
For further information
contact:
MINEWORX TECHNOLOGIES
LTD.
Greg Pendura
President & CEO
780-800-0726
Greg@mineworx.net
For Media interview requests, please contact:
Nelson Hudes
Hudes Communication International
905-660-9155
Nelson@hudescommunications.com
Neither the 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.
Forward Looking
Statements:
Forward-Looking Information: This press release contains
"forward-looking information" within the meaning of applicable
Canadian securities legislation.
All statements, other than statements of historical fact,
included herein is forward-looking
information. Generally,
forward-looking information may be identified by the use of
forward-looking terminology such as "plans", " expects" or "does
not expect", "proposed", "is expected", "budgets", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and
phrases, or by the use of words or phrases which state that certain
actions, events or results may, could, would, or might occur or be
achieved. In particular, this press
release contains forward-looking information in relation to: the
Proposed Transaction; the Proposed COB; the Reduction of Stated
Capital; the Name Change; the business and assets of Mineworx; the
timing for completion of the Proposed Transaction and Proposed COB;
and TSXV sponsorship exemption
application. This forward-looking
information reflects Mineworx's current beliefs and is based on
information currently available to Mineworx and on assumptions
Mineworx believes are reasonable.
These assumptions include, but are not limited to: the
completion of satisfactory due diligence of all parties in relation
to the Proposed Transaction; the satisfactory fulfilment of all
terms and conditions contained in the Share Purchase Agreement; and
the receipt of all required approvals including regulatory, TSXV,
director and shareholder approvals; and market acceptance of the
Proposed Transaction and Proposed COB.
Forward-looking information is subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Mineworx
to be materially different from those expressed or implied by such
forward-looking information. Such
risks and other factors may include, but are not limited to:
general business, economic, competitive, political and social
uncertainties; general capital market conditions and market prices
for securities; delay or failure to receive board or regulatory
approvals; the actual results of future operations; competition;
changes in legislation, including environmental legislation,
affecting Mineworx; the timing and availability of external
financing on acceptable terms; conclusions of economic evaluations;
and lack of qualified, skilled labour or loss of key individuals. A
description of additional assumptions used to develop such
forward-looking information and a description of additional risk
factors that may cause actual results to differ materially from
forward-looking information can be found in Mineworx's disclosure
documents on the SEDAR website at www.sedar.com. Although Mineworx
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or
intended. Accordingly, readers
should not place undue reliance on forward-looking
information. Readers are cautioned
that the foregoing list of factors is not
exhaustive. Readers are further
cautioned not to place undue reliance on forward-looking statements
as there can be no assurance that the plans, intentions or
expectations upon which they are placed will
occur. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking
statements contained in this press release are expressly qualified
by this cautionary statement. The
forward-looking statements contained in this press release
represent the expectations of Mineworx as of the date of this press
release and, accordingly, are subject to change after such
date. However, Mineworx expressly
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
applicable securities law.
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