/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, March 27, 2018 /CNW/ - Pacific Topaz
Resources Ltd. ("Pacific" or the "Company") (TSXV:
PPZ.H) is pleased to announce that it has signed a definitive
amalgamation agreement dated as of March 23,
2018 (the "Amalgamation Agreement") with Western
Atlas Resources Inc. ("Western Atlas" or WA")
pursuant to which WA will amalgamate with Pacific's wholly owned
subsidiary 1157818 B.C. Ltd., which
will continue as one corporation ("Amalco") wholly owned by
the Company (the "Amalgamation"). Pursuant to the
Amalgamation Agreement, Pacific will consolidate its shares on a
2:1 basis and complete a Financing (defined below) of flow-through
shares and non-flow-through units, and, upon completion of the
Amalgamation, WA's shareholders will be issued an aggregate of
40,001,567 post consolidated common shares of Pacific ("Pacific
Shares") at the post-consolidation exchange ratio (the
"Exchange Ratio") of 1.2410 post-consolidation Pacific
Shares exchanged for each WA share held by the WA shareholders as
at the date of the Amalgamation Agreement.
All options and warrants and other securities entitling holders
to acquire common shares of Western Atlas shall be proportionately
exchanged for like securities of the resulting issuer (the
"Replacement Securities") on a proportional basis to the
Exchange Ratio.
Pacific Shareholder approval will not be required according to
TSXV Policy 5.2; as the transaction is not a related party
transaction and no other circumstances exist which may compromise
the independence of the Company or other interested parties; the
Company is listed on NEX and shareholder approval of any aspect of
the RTO is not required under applicable corporate laws and is not
required under applicable Securities Laws.
After giving effect to the Amalgamation and the proposed
Financing (discussed below), it is expected that former WA
shareholders will hold approximately 65% of the current issued and
outstanding Pacific shares.
Proposed Financing:
Concurrent with the Amalgamation, Pacific will have consolidated
its shares on a 2:1 basis and then complete a private placement
financing (the "Financing") of subscription receipts
("Subscription Receipts") at a post-consolidation price of
C$0.20 per subscription receipt for
aggregate gross proceeds of not less than C$3,000,000. Subscription Receipts will be
exchangeable for either:
- a flow-through share ("FT Share"), exchangeable into one
flow-through common share of the Resulting Issuer; or
- a non-flow-through unit ("Subscription Unit"),
exchangeable into a unit of the Resulting Issuer, which is further
exchangeable into one non-flow-through share plus one-half of a
non-flow-through warrant, with each such whole warrant entitling
the holder to purchase one share of the Resulting Issuer at
C$0.30 for 24 months.
Participants in the Financing will subscribe for Pacific shares.
On completion of the Amalgamation, Western Atlas will be a
wholly-owned subsidiary of the resulting issuer. On Closing the
name of Pacific will be changed to Western Atlas's current name or
another name acceptable to both parties.
It is anticipated that a portion of the Resulting Issuer shares
may be subject to a voluntary escrow or the escrow requirements of
the TSX Venture Exchange ("TSXV"), or any combination
thereof.
Michael Kennedy, Director of
Pacific, commented: "I am delighted to present this opportunity to
our shareholders. WA's Meadowbank and Committee Bay assets are
exciting opportunities in a compelling jurisdiction that are
on-trend with significant discoveries. The team behind WA are
proven company builders and we look forward to releasing the
inherent value of WA's assets and team to our shareholders."
The Amalgamation constitutes an Arm's Length Transaction under
the policies of the Exchange.
About Western Atlas
Western Atlas is a private company incorporated on October 9, 2013 under the BCBCA, and became
active in December 2016. Western
Atlas has one wholly-owned subsidiary, 5530 Nunavut Inc., which was
incorporated under the laws of Nunavut, and registered under the Business
Corporations Act (Northwest
Territories) on November 24,
2016. 5530 Nunavut Inc. holds Western Atlas's interest in
the Meadowbank and the Committee Bay mineral properties located in
Nunavut, Canada.
About Pacific
The Company is publicly listed on the NEX board of the TSX
Venture Exchange under the symbol PPZ.H and its principal business
activity is the identification and evaluation of assets.
The address of the Company's registered and records office is
1500 – 1055 West Georgia St., Vancouver,
BC, V6E 4N7.
Cautionary Statement Regarding Forward-Looking
Information
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results,
performance, prospects, and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Forward-looking statements in this news release include, but are
not limited to, statements with respect to the terms and conditions
of the proposed Transaction; the Company's objectives, goals or
future plans; the receipt of the requisite approvals with respect
to the Transaction; and the business and operations of the Company
following the completion of the Transaction. Forward-looking
statements are necessarily based on a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties and other factors which may cause
actual results and future events to differ materially from those
expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business, economic
and social uncertainties; litigation, legislative, environmental
and other judicial, regulatory, political and competitive
developments; delay or failure to receive board, shareholder or
regulatory approvals; those additional risks set out in Pacific's
public documents filed on SEDAR at www.sedar.com; and other matters
discussed in this news release. Although Pacific believes that the
assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on
these statements, which only apply as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. Except where required by
law, Pacific and WA disclaim any intention or obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
Reader Advisory
Completion of the Transaction is subject to a number of
conditions, including but not limited to Exchange acceptance and
shareholder approval. 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 to be 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 Pacific should be
considered highly speculative.
The Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the
contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility of the adequacy or accuracy of this release.
SOURCE Pacific Topaz Resources Ltd.