Soleil Capital target Goldplay obtains listing on TSX-V
Soleil Capital target Goldplay obtains listing on TSX-V
2018-03-05 09:48 ET - News Release
Mr. Marcio Bastos Fonseca of Goldplay reports
GOLDPLAY EXPLORATION LTD. - NEWS RELEASE FOR DISSEMINATION
Goldplay Exploration Ltd. has obtained a public listing for its securities on the TSX Venture Exchange following closing of the qualifying transaction involving Soleil Capital Corp. and Goldplay Exploration Ltd. As a result, the company will be listed as a Tier 2 mining issuer on the exchange.
Trading in the shares of the resulting issuer is expected to commence under the symbol GPLY following the issuance of the exchange's final bulletin in respect of the qualifying transaction, on or about March 6, 2018.
Transaction details
As previously announced on Sept. 21, 2017, Nov. 20, 2017, Jan. 10, 2018, and Feb. 22, 2018, the qualifying transaction involved the arm's-length amalgamation of Goldplay and Soleil pursuant to the provisions of the Business Corporations Act (British Columbia) to continue as a new company called Goldplay Exploration Ltd. The amalgamation was effected on March 1, 2018.
In conjunction with the closing of the qualifying transaction, and as announced Feb. 22, 2018, Goldplay raised approximately $2.25-million through the issuance of 7,501,239 subscription receipts in an oversubscribed financing at a purchase price of 30 cents per subscription receipt.
Resulting issuer shares
On March 1, 2018:
- Each common share in the capital of Soleil that was outstanding immediately prior to the amalgamation was consolidated on a 1:2 basis and converted into one common share in the capital of the resulting issuer;
- Prior to the amalgamation being effected, each outstanding common share in the capital of Goldplay was consolidated on an approximately 1:0.677747234 basis and immediately thereafter the subscription receipts automatically converted to Goldplay shares on a 1:1 postconsolidation basis and immediately thereafter, all then issued Goldplay shares converted on a 1:1 basis into resulting issuer shares.
An aggregate of 29,534,572 resulting issuer shares are outstanding upon completion of the amalgamation with (i) former holders of Soleil shares holding an aggregate of 6.2 million resulting issuer shares, representing approximately 21 per cent of the outstanding resulting issuer shares; (ii) former holders of Goldplay shares (not including subscribers of the subscription receipts) holding an aggregate of 15,833,333 resulting issuer shares representing approximately 53.6 per cent of the outstanding resulting issuer shares; and (iii) the subscribers of the subscription receipts holding an aggregate of 7,501,239 resulting issuer shares representing approximately 25.4 per cent of the outstanding resulting issuer shares.
Subscription receipt financing
Concurrent with the conversion of the subscription receipts to Goldplay shares immediately prior to the amalgamation being effected, the net proceeds of the financing (being approximately $2,194,930) were released to Goldplay, $15,271.00 was released to M Partners Inc. (the "Agent") as partial consideration for acting as agent for a portion of the financing, and an aggregate of 41,066 compensation warrants were released to the agent as partial consideration for services provided in relation to a portion of the financing. Each compensation warrant entitles the holder thereof to purchase one resulting issuer share at a purchase price of 30 cents per share for a period of two years from the date of issue of the warrants. In conjunction with this subscription receipt financing, Goldplay also reimbursed the agent $34,115.73 for expenses.
Outstanding options and warrants and grant of resulting issuer options
Incentive stock options and share purchase warrants of Soleil and Goldplay that were outstanding prior to the amalgamation, were consolidated on the same basis as each company's common shares and thereafter were converted to incentive stock options and warrants, as the case may be, of the resulting issuer.
After completion of the amalgamation, the resulting issuer also granted additional incentive stock options to certain directors, officers and consultants of the resulting issuer to purchase up to an aggregate of 1.75 million common shares of the resulting issuer pursuant to the resulting issuer's share option plan. The options are exercisable for a period of five years at a price of 30 cents per resulting issuer share.
As a consequence of the foregoing, there are an aggregate of 2.37 million resulting issuer stock options and an aggregate of 1,652,571 resulting issuer share purchase warrants issued and outstanding as of the date hereof.
Directors and officers of the resulting issuer
The board of directors of the company consists of: Marcio Fonseca, Gino DeMichele, Michael Thomson, Laura Cristina Diaz Nieves, Heye Daun, Alan Friedman and Darren Bahrey. The management team of the company consists of Marcio Fonseca, president and chief executive officer, Yaron Conforti, vice-president of corporate development, and Blaine Bailey, chief financial officer and corporate secretary.
About Goldplay Exploration Ltd.
Goldplay's principal business is mineral exploration.
Goldplay is a junior exploration company focused on the Rosario gold district, Sinaloa, Mexico. The Rosario district is a historical gold and silver district that includes the multimillion-ounce historic high-grade gold-silver Rosario mine, which reportedly operated for 250 years. Goldplay's team has over 30 years of experience with senior roles in exploration, financing, development in the mining industry, including extensive exploration experience in the Rosario district, leading to previous successful discoveries.
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