VANCOUVER, BC, Nov. 17, 2021 /CNW/ - Momentous Capital
Corp. (TSXV: MCC.P) ("Momentous" or the
"Company") is pleased to announce that it has received
conditional acceptance from the TSX Venture Exchange (the
"TSXV") for its proposed qualifying transaction with Astra
Exploration Limited ("Astra") (the "Transaction").
Pursuant to the Transaction, Momentous will acquire all of the
issued and outstanding shares of Astra pursuant to a three-cornered
amalgamation.
The completion of the Transaction is subject to a number of
conditions, including, but not limited to, receipt of all required
regulatory approvals, including final TSXV acceptance, approval of
the Transaction by Astra shareholders, and satisfaction of other
customary closing conditions. Assuming all conditions are
satisfied, closing of the Transaction is expected to occur in the
fourth quarter of 2021. The trading symbol of the Company
post-closing of the Transaction will be "ASTR". Upon completion of
the Transaction, the Company is expected to meet all of the minimum
listing requirements of the TSXV for a Tier 2 Mining issuer.
Sponsorship of the Transaction has been waived by the TSXV.
In connection with the Transaction, Astra will conduct a private
placement of a minimum of 1,666,667 common shares in the capital of
Astra (each, an "Astra
Share") and a maximum of 6,666,667 Astra Shares at a
price of $0.30 per Astra Share for gross proceeds of a minimum of
$500,000 and maximum of $2,000,000 (the "Astra Financing"). The
Astra Financing is expected to close on or around November 19, 2021.
A filing statement (the "Filing Statement") in respect of
the Transaction has been prepared in accordance with the
requirements of the TSXV and will be filed under Momentous' issuer
profile on SEDAR at www.sedar.com. Trading of the common shares of
Momentous will remain halted until completion of the
Transaction.
Further details regarding the Transaction are set out in the
Company's news releases dated June 7,
2021 and July 8, 2021.
Additional Information
This release does not constitute an offer to sell and is not a
solicitation of an offer to buy any securities in the United States. The securities of the
Company and Astra have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws and may not be
offered or sold within the United
States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws unless pursuant
to an exemption from such registration.
Unless otherwise indicated, all references to "$" 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) completion of the
Astra Financing and that additional proceeds will be raised
pursuant to the Astra Financing; 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
Momentous, Astra or the resulting issuer of the Transaction. 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 the Astra Financing and to
consummate the Transaction; the ability to obtain requisite
regulatory and shareholder approvals (including but not limited to
the approval of the Astra shareholders of the Transaction) 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.
Investors are cautioned that, except as disclosed in the
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 and the resulting issuer of
the Transaction 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.
