/NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
TORONTO, Dec. 23, 2013 /CNW/ - Mantis Mineral Corp. ("Mantis") (CNSX:MYN) and Gondwana Energy Corp. ("Gondwana") are pleased to announce that they have entered into an agreement
providing for a business combination of the two companies (the "Business Combination"). Gondwana is a private company existing under the laws of Ontario
which is engaged in the acquisition, exploration and development of oil
and gas properties in Ghana, Africa. Mantis is engaged in the
acquisition, exploration and development of mineral resource properties
in Canada.
Gondwana was formed on September 6, 2013 and to date has acquired a 70% interest in Miura Petroleum Limited,
which holds a right to negotiate the acquisition of an interest in the
off-shore license block at West Cape Three Points - South Block,
located in Ghana, Africa and comprising approximately 1,604 square
kilometres.
The Business Combination will be structured in the form of an
amalgamation pursuant to which Mantis would amalgamate with Gondwana,
and all of the issued and outstanding securities of Gondwana would be
exchanged by the existing holders thereof in consideration of the
issuance of equivalent securities of Mantis on a 1:1 basis. Gondwana
and Mantis are arm's length parties.
Prior to closing, Gondwana proposes to complete a private placement of
up to 700,000,000 special warrants ("Special Warrants") to raise aggregate gross proceeds of up to $3,500,000. Each Special
Warrant shall be exercisable, for no additional consideration, to
acquire one unit ("Unit") to be comprised of one common share of Gondwana and one common share
purchase warrant of Gondwana (each, a "Warrant"). Each Warrant shall be exercisable for a period of five years from
the closing date of the private placement into one common share of
Gondwana at an exercise price of $0.05 per share. The Special Warrants
shall be exchangeable by the holders thereof at any time prior to, and
will be exercised on behalf of the holders thereof at, 5:00 p.m.
(Toronto time) on the date which is the earlier of the following dates:
(i) the last business day immediately preceding the completion of the
Business Combination or a similar liquidity event (a "Liquidity Event"); and (ii) the date which is four months following the closing of the
private placement (the "Qualification Deadline"). If a Liquidity Event has not been completed on or before the
Qualification Deadline, each Special Warrant which has not yet been
exchanged will thereafter be exchangeable, for no additional
consideration, into 1.25 Units (in lieu of one Unit) (the "Penalty Provisions"). In connection with the Business Combination, the holders of common
shares of Gondwana and Warrants issued upon exercise or deemed exercise
of the Special Warrants shall be exchanged for equivalent securities of
Mantis on a one-for-one basis. Mantis will apply to have the Warrants
listed on the Canadian National Stock Exchange in connection with the
Business Combination.
Eligible registrants shall receive a cash commission equal to 7% of the
gross proceeds they raise in the private placement as well as
compensation options entitling them to acquire such number of Units as
is equal to 7% of the aggregate number of Special Warrants they sell in
the private placement, at a price of $0.005 per Unit for a period of
five years. Any compensation options outstanding immediately prior to
the effective date of the Business Combination will be exchanged for
equivalent securities of Mantis on a one-for-one basis. The
compensation options shall not contain Penalty Provisions.
Mantis is a mineral exploration company engaged in the exploration for
minerals on (i) the Orphan Gold Mine; (ii) the East Lingman Lake Gold
Property; and (iii) the Cree Lake Property. For further details on the
current mineral exploration activities of Mantis, please refer to SEDAR
at www.sedar.com. Following the transaction, it is anticipated that Mantis will focus
on advancing Gondwana's petroleum assets in an effort to enhance
overall shareholder value.
It is anticipated that immediately following the closing of the Business
Combination (and assuming that the there are no changes to the
outstanding common shares or convertible securities of either company
other than the private placement, and assuming the private placement is
fully subscribed and the Penalty Provisions are not triggered), an
aggregate of approximately 1,011,564,116 Mantis Shares will be issued
and outstanding, of which it is anticipated that 200,000,001 Mantis
Shares will be held by former Gondwana shareholders, 111,564,115 Mantis
Shares will be held by existing Mantis shareholders, and 700,000,000
Mantis Shares will be held by subscribers in the private placement.
Furthermore, it is anticipated that 912,950,000 common shares of Mantis
will be reserved for issuance pursuant to outstanding convertible
securities upon the closing of the Business Combination.
There will not be any changes to the directors or officers of Mantis as
a result of the Business Combination.
Completion of the Business Combination is subject to a number of
conditions, including the approval of the Canadian National Stock
Exchange, the execution of definitive documentation, the completion of
satisfactory due diligence, and the requisite majority approval of
shareholders of each of Gondwana and Mantis. The Business Combination
cannot close until the approval of shareholders of both Mantis and
Gondwana and all required regulatory approvals are obtained. There can
be no assurance that the Business Combination will be completed as
proposed or at all. Investors are cautioned that, except as disclosed
in any management information circular to be prepared in connection
with the Business Combination, any information released or received
with respect to the proposed Business Combination may not be accurate
or complete and should not be relied upon. Trading in the securities of
Mantis should be considered highly speculative.
Forward-Looking Statements
Certain information set forth in this news release may contain
forward-looking statements that involve substantial known and unknown
risks and uncertainties. These forward-looking statements are subject
to numerous risks and uncertainties, certain of which are beyond the
control of Mantis and Gondwana, including, but not limited to, the
impact of general economic conditions, industry conditions, dependence
upon regulatory and shareholder approvals, and the uncertainty of
obtaining additional financing. Readers are cautioned that the
assumptions used in the preparation of such information, although
considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on
forward-looking statements.
SOURCE Mantis Mineral Corp.
Mantis Mineral Corp.
Mr. Robin Ross
Chairman and Chief Executive Officer
(416) 362-1800