RE:RE:RE:RE:meeting Jan 3rdThe Transaction
As per the terms of the Transaction, Amalco’s valuation will be deemed to be represented by the aggregate value ofeach of Tantalex and ICC, on amalgamation into Amalco on a ratio basis of half each (50%) (the “Participation Ratio”).
Subject to the adjustments of theParticipation Ratio described below, upon closing of the Transaction, all of the Tantalex securities and ICC securities issued and outstanding or other convertible securities shall be exchanged for Amalco equivalent securities so that each of Tantalex andICC shareholders hold fifty percent (50%) of all of the issued and outstanding share capital of Amalco. As part of the contemplated Transaction, all previously issued and outstanding stock options in the share capital of each of Tantalex and ICC will be cancelled and replaced by stock options of Amalco, to be issued under a new stock option plan to be implemented by Amalco.
Notwithstanding the above, the Participation Ratio in Amalco may be increased or decreased for Tantalex and/or ICC in specific and pre-determined events should certain conditions precedent to the completion of the Transaction, as follows:
Tantalex’s Participation Ratio:i.Should Tantalex fail to deliver a Mineral Resource of a minimum of 15million tons resource at 0.65% Li2O, a fiftypercent (50%) portion of the Tantalex shares reserved for issuance under the Definitive Agreement shall be cancelled;ii. Should the milestone of 15 million tons resource at 0.65% Li2O be achieved and confirmed by a National Instrument 43101 Standards ofDisclosure for Mineral Projects (“NI 43-101”) compliant resource calculation, the total shares of Amalco reservedfor issuance shall be immediately issued on a pro-rata basis to Tantalex shareholders;
ICC’s Participation Ratio Asof the date ofat the closing of the Transaction, ICC’s cash position and the value of certain pre-paid services and contributed into Amalco shall be of a minimum amount of $8,000,000 (the “Minimum Cash Position”) accordingly, should ICC fail to deliver and contributeto Amalco such Minimum Cash Position, ICC’s Participation into Amalco shall be reduced proportionally.
Closing and final acceptance of the contemplated Transaction is subject to various terms and conditions comprised of,but not limited to, the receipt ofshareholders approval by ICC(the Company received shareholder approval at its annual meeting held March 15, 2019), receipt of any regulatory approvals and material third party consents, including but not limited to approval by the British Columbia Securities Commission and the CSE, the completion of a satisfactory duediligenceby each of Tantalex and ICC of the other party and its assets and the entering into a Definitive Agreement.Available funds to Amalco will be usedto develop the exploitation of the partiesrespective current assets but more specifically to advance production on the Manono Kitotolo Tailingsthat were recently acquired by Tantalex, as more fully described below.
I dunno the details of the merger but that's it . Seems there waiting for drill results,I just asked and that's what I was told ... I also asked why wouldn't CO just convert the debt and have TTX as a subsidary. Will tell you when I get the answer but prob won't get that one.....
Drill results I think will make for all the answers.
If they will convert it wouldn't take much money for TTX to get the sp to be bumped up as well.....
I've tried contacting Eugene but haven't gotten through. I'm just saying he's like a puppet because that what is seems to me. Seems Eugene is the person behind the scenes doing everything.
Tantalex has completed the following exploration on the Manono Tailings Project to date:
•Grab sampling and associated laboratory assays
•Handheld GPS survey
•Bulk sampling for metallurgical testwork
•Access road investigation on Manono tailings
•An Exploration Target was completed in September 2018
Mineralisation encountered on the Manono tailings varied from spodumene and lepidolite, to traces of cassiterite. The tailings dumps are composed of coarser material averaging 3-5 mm particle size (40 to 60 m in vertical height), whilethe terraces are composed of finer grained materials and average approximately 5 m in thickness.
Future work programs are plannedconfirm as much as possible the variability and distribution of Li2O grades within the Tailings dumps.
Work planned includes a preliminary auger program, a 5,000m aircore drill program, assaying, detailed topographical survey, and metallurgical tests for defining initial process flowsheet.In addition, a NI43-101 compliant Mineral Resource Estimate is planned to be completed within Q3 2019.