Elemental & Fengro Announce Business Combination Agreement
April 30, 2020
Elemental Royalties Limited, (‘Elemental’ or the ‘Company’), a private company expanding a diversified portfolio of mineral royalties, is pleased to confirm that it has executed a business combination agreement with Fengro Industries Corp, (‘Fengro’), a key milestone in the Company’s progress towards a TSX-V listing.
Further to a news release made by Fengro today, Elemental is pleased to confirm that that it has entered into a binding business combination agreement dated April 27, 2020 concerning the reverse takeover of Fengro by the shareholders of Elemental with the resulting company carrying on the business of Elemental, being investing in royalties over mining projects, under the name “Elemental Royalties”.
It is anticipated that Fengro will undertake a share capital consolidation of 209:1, for which Fengro obtained approval from its shareholders at a meeting on March 24, 2020. Holders of Elemental common shares will receive post-consolidation common shares of Fengro at an exchange ratio of 4.8114 Fengro shares for each Elemental share. Following the exchange the former Elemental shareholders will hold approximately 96% of the issued and outstanding shares of the Fengro. Outstanding performance rights of Elemental entitling their holders to acquire 497,798 Elemental Shares will also be exchanged for equivalent securities of Fengro.
Elemental intends to undertake a brokered private placement of subscription receipts with subscription receipts sold by a wholly-owned British Columbia subsidiary of Elemental (‘Finco’), which will be party to a three-cornered amalgamation between Fengro, Acquireco (a wholly owned subsidiary of Fengro) and Finco. Finco and Acquireco will be incorporated by Elemental and Fengro respectively, for the purposes of completing the subscription receipt offering and the amalgamation. Fengro Shares will be issued to purchasers of the subscription receipts of Finco upon completion of the amalgamation.
Upon completion of the Transaction, the directors of the Company will be replaced by nominees of Elemental.
The text above is Elemental Royalties’ comment to the operator’s news release and is not included within the original release. The original article is available using the links below.Download PDF:
About Elemental Royalties Limited
Elemental provides investors with exposure to a dividend-paying royalty company building a diverse portfolio of mining royalties, benefiting from ongoing royalty revenue, future exploration upside and low operating costs.
Since early 2017 Elemental has assembled a portfolio of six royalties over seven commodities in five countries, five of which cover producing mines. Immediate cash-flow has enabled Elemental to limit dilutive fund-raisings to facilitate royalty acquisitions, and to pay a dividend from inception.
Elemental’s focus remains on securing royalties over advanced assets with established operators and credible counter-parties from a robust pipeline of potential royalty acquisitions across commodities and geographies.
For further information you are invited to visit the Company’s website www.elementalroyalties.com or contact:
|Elemental Royalties Limited|
|T: +44 (0)203 983 7040|
Cautionary Note Regarding Forward Looking Statements
This press release may contain statements which constitute “forward-looking”, including statements regarding the plans, intentions, beliefs and current expectations of the Company, and its directors, or officers with respect to the future business activities and operating performance of the Company. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions or the negative thereof, as they relate to the Company, or its management, are intended to identify such forward-looking statements.
Investors are cautioned that any such forward-looking statements are not guarantees of future business activities or performance and involve risks and uncertainties, and that the Company’s future business activities may differ materially from those in the forward-looking statements as a result of various factors.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. These forward-looking statements speak only as at the date of this press release. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements.