Mineworx reaches agreement to sell iron ore from Cehegin
EDMONTON, Alta., March 22, 2022 (GLOBE NEWSWIRE) — Mineworx Technologies Ltd., (the “society” Where “mineworx“) (TSXV: MWX) (OTCQB: MWXRF) (FSE: YRS WKN: A2DSW3) announced that, following its press release dated January 17, 2022, it has entered into a share purchase agreement dated March 21 2022 (the “Share Purchase Agreement”) with Iron Bull Mining Inc. (“iron bull”), under which Mineworx will sell its Spanish subsidiary, Magnetitas del Cehegín, SL (“MDC”), which company is the direct owner of the Cehegin iron ore asset of Mineworx, for a purchase price of $20,000,000 (the “Proposed transaction”). The proposed arm’s length transaction will constitute a “change of business” for Mineworx (the “Proposed COB”) under the applicable policies of the TSX Venture Exchange (the “TSXV”). The proposed COB would see Mineworx transition from a resource issuer to a technology issuer on the TSXV.
Prior to the closing of the proposed transaction, MDC would proceed with a reorganization (the “Reorganization of the MDC”), under which Mineworx’s direct 100% owned Spanish subsidiary, Solid Mines Espana, SAU (“SME”), would merge with its direct wholly-owned subsidiary, MDC, such that MDC would be the surviving entity that owns Cehegin’s iron ore asset. If the MDC Reorganization has not been completed by the scheduled closing date, and if both parties agree to waive the closing condition that the MDC Reorganization has been completed, then Mineworx may sell all issued shares and outstanding of EMS in accordance with the proposed Transaction.
Pursuant to the proposed transaction, the purchase price in the amount of $20,000,000 will be paid by issuing an aggregate of 20,000,000 common shares in the capital of Iron Bull (the “Iron Bull Stocks”) at the deemed price of $1.00 per share. As part of the proposed transaction, Mineworx management intends to distribute approximately 86.6% of Iron Bull stock to shareholders of the company as a dividend or other distribution of capital and simultaneously reduce the stated capital of Mineworx common stock in an amount equal to the aggregate value of the Iron Bull stock distributed in connection with the proposed transaction, estimated to be $17,325,804 (the “Reduction of stated capital”).
As part of the proposed COB, the Company also intends to change the name of the Company to a name which the board of directors of the Company deems appropriate and which may be approved by the competent regulatory authorities (the “Name change”).
There will be no changes to the directors and officers of the Company in connection with the Proposed Transaction or the Proposed COB.
The proposed transaction is subject to a number of conditions, including the following: (a) the completion of the MDC reorganization; (b) Don Weatherbee, Chief Financial Officer of Mineworx, will be appointed Chief Financial Officer and Director of Iron Bull; (c) TSXV must have provided Mineworx with conditional approval for the proposed COB; (d) approval by Mineworx shareholders of the proposed COB; (e) if required by TSXV, Mineworx shall retain the services of a sponsor to provide a sponsorship report to TSXV in respect of the proposed COB or use reasonable efforts to obtain a sponsorship waiver; and (f) all required regulatory approvals must have been obtained.
Mineworx has called a special meeting of shareholders to be held on May 6, 2022 to approve, among other things, the COB proposal, share capital reduction and name change.
Mineworx has applied for an exemption from the TSXV sponsorship requirements under the proposed COB.
Mineworx is positioned to grow in the CleanTech sector through the development and commercialization of its environmentally friendly processing technologies for the recovery of precious metals. The initial objective is the extraction of platinum and palladium from diesel catalytic converters with its partner Davis Recycling. For more information, visit www.mineworx.net.
Completion of the proposed transaction and the proposed COB is subject to a number of conditions, including, but not limited to, with respect to the proposed COB, TSXV acceptance and shareholder approval . If applicable, the Proposed Transaction and the Proposed COB cannot be completed until the conditions are satisfied, or until there is a waiver, if waiver is possible in the circumstances. There can be no assurance that the proposed transaction and the proposed COB will be completed as proposed or at all.
Investors are cautioned that, unless otherwise specified in the management information circular to be prepared in connection with the proposed transaction and the proposed COB, any information published or received regarding the proposed transaction, the proposed COB and related transactions may not be accurate or complete and should not be relied upon. Trading in Mineworx securities should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed on the merits of the proposed transaction or the proposed COB and has neither approved nor disapproved of the contents of this press release.
For more information, contact:
MINEWORX TECHNOLOGIES LTD.
President and CEO
For media interview requests, please contact:
Hudes Communication International
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 Information: This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “anticipates”, “anticipates” or “does not expect”, “proposed”, “is planned”, “budgets”, ” intended”, “estimates”, “plans”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of these words and expressions, or by the use of words or phrases that indicate that certain actions, events or results can, might, might occur or be achieved. In particular, this press release contains forward-looking information regarding: the proposed transaction; the proposed COB; reduction of share capital; change of name; Mineworx’s business and assets; the timetable for completion of the proposed transaction and the proposed COB; and application for a sponsorship waiver on the TSXV. This forward-looking information reflects Mineworx’s current beliefs and is based on information currently available to Mineworx and on assumptions Mineworx believes are reasonable. These assumptions include, but are not limited to: the performance of satisfactory due diligence by all parties in connection with the proposed transaction; satisfactory compliance with all terms and conditions contained in the Share Purchase Agreement; and receipt of all required approvals, including regulatory, TSXV, director and shareholder approvals; and market acceptance of the Proposed Transaction and the Proposed COB. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Mineworx to differ materially from those expressed or implied by such forward-looking information. These risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and securities market prices; delay or failure to receive board or regulatory approvals; actual results of future operations; competetion; changes in legislation, including environmental legislation, affecting Mineworx; the timing and availability of external funding on acceptable terms; conclusions of economic evaluations; and lack of skilled and skilled labor or loss of key individuals. A description of additional assumptions used in developing this forward-looking information and a description of additional risk factors that may cause actual results to differ materially from the forward-looking information can be found in Mineworx’s disclosure documents on SEDAR’s website. at www.sedar.com. . Although Mineworx has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be those anticipated, estimated or planned. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the above list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management when prepared, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release represent Mineworx’s expectations as of the date of this press release and, accordingly, are subject to change after such date. However, Mineworx expressly disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as expressly required by securities law. applicable.