VANCOUVER, BC, July 8, 2021 /CNW/ - Momentous Capital Corp.
(TSXV: MCC.P) ("Momentous" or the "Company") and
Astra Exploration Limited ("Astra") are pleased to announce
that, further to their previous announcement of the signing of a
binding letter of intent for a proposed transaction by way of press
release on June 7, 2021, they have
entered into an amalgamation agreement (the "Amalgamation
Agreement") pursuant to which, among other things, Momentous
will acquire all of the issued and outstanding securities of Astra
(the "Transaction").
The Transaction
Subject to approval by the TSX Venture Exchange ("TSXV"),
Astra will amalgamate with a wholly-owned subsidiary of Momentous
in order to facilitate the completion of the Transaction. It is the
intention of the parties that Momentous, following the closing of
the Transaction (then referred to as the "Resulting
Issuer"), will be listed on the TSXV as a Tier 2 Mining issuer,
and that the business of the Resulting Issuer will be the business
of Astra.
In connection with completion of the Transaction, Momentous will
effect: (i) the Momentous Consolidation (as defined below),
resulting in an aggregate of approximately 2,650,000 post-Momentous
Consolidation common shares of Momentous (each a "Momentous
Share" and, upon closing of the Transactions, each a
"Resulting Issuer Share") being issued and outstanding; and
(ii) a name change pursuant to which Momentous will change its name
to "Astra Exploration Inc." or such other name as may be determined
by Astra and approved by the board of directors of Momentous.
The Transaction is an "Arm's Length Transaction" (as defined
under the policies of the TSXV) and therefore will not require
approval by the shareholders of Momentous under TSXV Policy 2.4 –
Capital Pool Companies ("Policy 2.4"). The
Transaction is further subject to, among other things, the approval
by the shareholders of Astra and the approval of the TSXV.
Upon completion of the Transaction and without giving effect to
the Offering (as defined below), the shareholders of Momentous will
hold 2,650,000 Resulting Issuer Shares and the shareholders
(including former convertible noteholders) of Astra, excluding
shares issued in connection with the Offering, will hold
approximately 14,552,085 Resulting Issuer Shares.
The Amalgamation Agreement
Under the terms of the Amalgamation Agreement, the Transaction
will be completed by way of a three-cornered amalgamation pursuant
to the provisions of the Business Corporations Act
(British Columbia) (the
"BCA"). Pursuant to the terms of the Amalgamation Agreement,
it is expected that, among other things, a wholly-owned subsidiary
of Momentous and Astra will amalgamate (the "Amalgamation")
and all of the issued and outstanding securities of Astra,
immediately following completion of the Momentous Consolidation
will be exchanged for equivalent securities of Momentous on a
one-for-one basis.
The Amalgamation Agreement includes a number of conditions
precedent to the closing of the Transaction, including, but not
limited to, receipt of the requisite shareholder approvals,
approvals of all regulatory bodies having jurisdiction in
connection with the Transaction, approval of the TSXV, including
the satisfaction of its listing requirements, and the satisfaction
of other closing conditions customary to transactions of this
nature. There can be no assurance that the Transaction will be
completed as proposed or at all. Following completion of the
Transaction, Astra will become a wholly-owned subsidiary of
Momentous which will form the Resulting Issuer. The foregoing is a
summary of the Amalgamation Agreement and is qualified in its
entirety by the Amalgamation Agreement, a copy of which will be
available under Momentous' profile on SEDAR at www.sedar.com.
Shareholders Meeting
A special meetings of the holders of common shares of Astra will
be held to, among other things: (a) approve the Transaction; (b)
approve the Amalgamation Agreement; and (c) approve such other
matters that may be required to be approved in order to give effect
to the transactions set forth in the Amalgamation Agreement and the
implementation of the Transaction. The date for the special meeting
of the shareholders of Astra has not yet been set, but is expected
to be called shortly.
Closing of Astra's Concurrent Financing
In connection with the Transaction, and in connection with
Momentous' previous announcement on June 7,
2021, Momentous and Astra are also pleased to announce that
Astra has completed the first tranche of a private placement
offering (the "Offering"), which consisted of Astra issuing
4,804,000 common shares of Astra, at an issue price of $0.30 per share, for aggregate gross proceeds of
$1,441,200. With the closing of the
first tranche of the Offering, Astra has met the minimum gross
proceeds of $1,400,000 required to be
raised in a concurrent financing as a condition for the Transaction
to close pursuant to the Amalgamation Agreement.
Ray Harari, CEO & Director of
Momentous stated: "I'm thrilled to be working with such a strong
team, both technically and financially, that has secured an
exciting asset and mitigated the financial risk of the Transaction
by exceeding the required minimum financing condition in the first
tranche of the Offering."
Brian Miller, President &
Director of Astra stated: "The strong interest from investors for
the Offering is very encouraging. We look forward to
continuing to work with the Momentous team to close the Transaction
in an expedited manner and to further strengthen our balance sheet
with additional funds from further tranche closings of the
Offering."
Additional Information
Sponsorship of a Qualifying Transaction of a capital pool
company is required by the TSXV unless an exemption or waiver from
the sponsorship requirement is available. A request will be made to
the TSXV for a waiver of the sponsorship requirements of Policy 2.2
– Sponsorship and Sponsorship Requirements of the TSXV, but
there is no assurance that such waiver will be granted.
Trading in the Momentous Shares is presently halted and will
remain halted pending the satisfaction of all applicable
requirements pursuant to Policy 2.4 of the TSXV. It is uncertain
whether the Momentous Shares will resume trading until the
Transaction is completed and approved by the TSXV. There are not
any interests in the Transaction held by non-arm's length parties
to TSXV.
This release does not constitute an offer to sell and is not a
solicitation of an offer to buy any securities in the United States. The securities of the
Company and Astra 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 unless pursuant
to an exemption from such registration.
Unless otherwise indicated, all references to "$" or "dollars"
refer to Canadian Dollars.
Cautionary Statement Regarding Forward-Looking
Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of Momentous
and Astra with respect to future business activities and operating
performance. Forward-looking statements are often identified by the
words "may", "would", "could", "should", "will", "intend", "plan",
"anticipate", "believe", "estimate", "expect" or similar
expressions and includes information regarding: (a) expectations
regarding whether the Transaction will be consummated including
whether the conditions to the consummation of the Transaction will
be satisfied; (b) the timing for completing the Transaction, if at
all, and the conditions to such transaction; (c) that further
tranches of the Offering will close and additional proceeds will be
raised pursuant to the Offering; and (d) expectations for other
economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are
not based on historical facts but instead reflect Momentous and
Astra's respective management's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although Momentous
and Astra believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of
the resulting issuer. Among the key factors that could cause actual
results to differ materially from those projected in the
forward-looking statements are the following: the ability to close
additional tranches of the Offering and to consummate the
Transaction; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions to
the consummation of the Transaction on the proposed terms and
schedule; the potential impact of the announcement or consummation
of the Transaction on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; changes in
general economic, business and political conditions, including
changes in the financial markets; changes in applicable laws and
regulations both locally and in foreign jurisdictions; compliance
with extensive government regulation; the risks and uncertainties
associated with foreign markets; and the diversion of management
time on the Transaction. These forward-looking statements may be
affected by risks and uncertainties in the business of Momentous
and Astra and general market conditions, including
COVID-19.
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. Although Momentous and Astra have attempted
to identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. Momentous and Astra do not intend,
and do not assume any obligation, to update the forward-looking
statements except as otherwise required by applicable law.
Completion of the 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 Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement prepared in
connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Momentous should be considered highly speculative.
The TSXV has in no way passed upon the merits of the
Transaction and has neither approved nor disapproved the contents
of this press release.
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.
SOURCE Momentous Capital Corp.
