VANCOUVER, BC, Dec. 22, 2020 /CNW/ - Angold Resources Ltd.
(formerly, ZTR Acquisition Corp.) (the "Company") (TSXV:
AAU), announces that it has completed the acquisition (the
"Transaction") of the privately held Federal Gold Corp.
("Federal Gold"). In accordance with the terms of the
Transaction, Federal Gold has amalgamated with a wholly-owned
subsidiary of the Company, 1266857
B.C. Ltd. (the "Business Combination") pursuant to
the terms of a definitive amalgamation agreement among Federal
Gold, the Company and 1266857 B.C.
Ltd. (the "Definitive Agreement"), and the Company has
changed its name to "Angold Resources Ltd." (the "Name
Change"). The common shares of the Company are expected to
begin trading on the TSX Venture Exchange (the "Exchange")
at the opening of the markets on December
31, 2020 under the new ticker symbol "AAU". Following the
Name Change, the Company's CUSIP number has changed to 03519P102
and its ISIN to CA03519P1027.
In connection with completion of the Transaction, Federal Gold
completed a private placement financing (the "Financing")
through the issuance of 20,000,000 subscription receipts (each, a
"Subscription Receipt") at a price of $0.40 per Subscription Receipt, for gross
proceeds of $8,000,000. Immediately
prior to completion of the Transaction, each Subscription Receipt
was automatically converted into one common share of Federal Gold
(the "Conversion Shares") for no additional consideration
and the Conversion Shares were exchanged for common shares of the
Company (the "Consideration Shares") on a one-for-one
basis pursuant to the terms of the Definitive Agreement. The
proceeds of the Financing were released from escrow, following the
Company receiving all applicable regulatory approvals and
completing the Business Combination (the "Escrow
Conditions"). Following the release of the proceeds, Federal
Gold paid finders' fees of $402,390
to certain parties who had introduced subscribers to the Financing.
In addition, as further consideration, Federal Gold issued to the
finders an aggregate of 1,005,975 finder warrants (the "Finders
Warrants"); each Finders Warrant entitles the holder thereof to
acquire one common share in the capital of the Company at an
exercise price of $0.40 until
December 21, 2021.
Pursuant to the terms of the Transaction, the Company has issued
35,000,001 common shares of the Company to the existing
shareholders of Federal Gold, as well as
20,000,000 Consideration Shares to the existing holders of the
Conversion Shares. Following completion of the Transaction, the
Company has 83,941,831 common shares issued and
outstanding.
In connection with the Transaction, an aggregate of 19,653,345
common shares of the Company are subject to a Tier 2 Value Escrow
Agreement in accordance with the policies of the Exchange. In
addition, an aggregate of 38,762,861 common shares of the
Company are subject to voluntary pooling arrangements entered into
between the Company and certain holders, pursuant to which
twenty-five percent (25%) of such common shares will be released
from the resale restriction on the date that is three (3) months
following the date of the Final Exchange Bulletin (as such term is
defined in the policies of the Exchange); a further twenty-five
percent (25%) of such common shares will be released from the
resale restriction on the date that is six (6) months following the
date of the Final Exchange Bulletin; a further twenty-five percent
(25%) of such common shares will be released from the resale
restriction on the date that is nine (9) months following the date
of the Final Exchange Bulletin; and the remaining twenty-five
percent (25%) of such common shares will be released from the
resale restriction on the date that is twelve (12) months following
the date of the Final Exchange Bulletin.
Board of Directors and Management
Following completion of the Transaction, the board of directors
of the Company has been reconstituted to consist of Adrian Rothwell, Galen
McNamara, Brandon Bonifacio
and Rony Zimmerman. Management of
the Company has also been reconstituted to consist of Adrian Rothwell as Chief Executive Officer and
Gavin Cooper as Chief Financial
Officer and Corporate Secretary.
Exchange Listing
The Company has filed a filing statement on SEDAR
(www.sedar.com), dated December 18, 2020, relating to the
Transaction (the "Filing Statement"). Readers are encouraged
to review the Filing Statement, which provides detailed information
about the Transaction and the business of Federal Gold. Following
completion of the Transaction, the Company will be listed on the
Exchange as a Tier 2 Mining Issuer, under the ticker symbol "AAU".
Trading in the common shares of the Company is currently halted
pending completion of customary final filings with the Exchange in
respect of the Transaction.
About Angold Resources Ltd.
Angold is an exploration and development company targeting
large-scale mineral systems in the proven districts of the
Ontario, Maricunga and
Nevada. Angold owns a 100%
interest in the South-Bay Uchi, Dorado and Cordillera projects, and
certain claims that append the optioned Iron Butte project.
ON BEHALF OF THE BOARD OF ANGOLD RESOURCES LTD.
"Adrian Rothwell"
Chief Executive Officer
Further information on Angold can be found on the Company's
website at www.angoldresources.com and at www.sedar.com, or by
contacting the Company by email at investors@angoldresources.com or
by telephone at (866) 852 8719.
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: This news release
contains forward-looking statements and forward-looking information
within the meaning of applicable securities laws. These statements
relate to future events or future performance and includes
expectations of the resumption of trading of the Company's common
shares on the Exchange. All statements other than statements of
historical fact may be forward-looking statements or information.
Forward-looking statements and information are often, but not
always, identified by the use of words such as "appear", "seek",
"anticipate", "plan", "continue", "estimate", "approximate",
"expect", "may", "will", "project", "predict", "potential",
"targeting", "intend", "could", "might", "should", "believe",
"would" and similar expressions. Forward-looking statements and
information are provided for the purpose of providing information
about the current expectations and plans of management of the
Company relating to the future. Readers are cautioned that reliance
on such statements and information may not be appropriate for other
purposes, such as making investment decisions. Since
forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors and risks.
These include, but are not limited to, the risks associated with
the resumption of trading of the Company's common shares on the
Exchange. Accordingly, readers should not place undue reliance on
the forward-looking statements, timelines and information contained
in this news release.
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SOURCE Angold Resources Ltd.