Solid Impact Investments Corp. Enters Into Letter of Intent with BBG Metals Corp. for a Qualifying Transaction

(TheNewswire)

Vancouver, British Columbia – TheNewswire – July 15, 2024: Solid Impact Investments Corp. (TSX-V: SOLI.P) (“Solid” or the “Company”), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent dated July 11, 2024 (the “LOI”) with BBG Metals Corp. (“BBG Metals”) (collectively the “Parties”) regarding a proposed arm’s length transaction pursuant to which the Company will acquire all of the issued and outstanding securities of BBG Metals (the “Proposed Transaction”). Upon completion of the Proposed Transaction, the combined entity (the “Resulting Issuer”) will continue the business of BBG Metals and intends to list as a Tier 2 mining issuer on the TSX Venture Exchange (the “Exchange”). The Proposed Transaction is intended to constitute the “Qualifying Transaction” of Solid, as such a term is defined in Policy 2.4 – “Capital Pool Companies” of the Exchange (“Policy 2.4”). It is anticipated that the Proposed Transaction will be effected by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia), whereby a wholly-owned subsidiary of Solid will amalgamate with BBG Metals, and the common shares (each, a “Resulting Issuer Share”) of the Resulting Issuer will be listed on the Exchange.

Itamar David, CEO of Solid Impact Investments Corp., commented “We are excited for our shareholders to participate in this unique and timely opportunity for gold exploration, especially as gold remains a critical asset with significant global demand. The Hardrock West Project positions us strategically in a prime location for near-term development and growth”.

Kenneth Berry, founder and CEO of BBG Metals Corp., commented “BBG Metals holds a significant land package located in the highly prospective Geraldton region of Ontario, where the Equinox Gold’s, Greenstone Mine will be one of the largest open-pit mines in Canada. We look forward to exploring our project which borders the Equinox land package”.

About BBG Metals Corp.

BBG Metals is a private British Columbia mineral exploration company focused on the acquisition and exploration of mineral properties. BBG Metals holds a 100% undivided interest in the Hardrock West Project located in the Thunder Bay Mining Division, Ontario. The Hardrock West Project includes 64 contiguous mineral claims comprising the Humboldt Bay Zone (“HBZ”) and 17 contiguous mineral claims comprising the Hardrock West Zone (“HWZ”). The mineral claims border , and are on strike with the world-class Hardrock deposit of Equinox Gold’s Greenstone Mine.

In addition to exploration work conducted by BBG Metals on the Hardrock West Project, BBG Metals has also compiled publicly-available information on property (including the Hardrock West Project) that is generated from Laurentian University’s Metal Earth program, a $104 million applied research and development program aimed at understanding base and precious metals formations in the Canadian Shield, which included exploration on property (including the Hardrock West Project) and the surrounding region consisting of geological mapping, reflection seismic, magnetotelluric (MT), gravity, high precision major and trace element geochemistry, and base and precious metal assays.

Proposed Management of the Resulting Issuer

Subject to Exchange approval, on completion of the Proposed Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of six (6) directors. Information with respect to the proposed directors and officers of the Resulting Issuer is set forth below:

Kenneth Berry

Director, President & CEO

Mr. Berry is the former President & CEO of Northern Vertex Mining Corp., which brought into production the Moss Gold Mine in Arizona, and is the current Chairman of Kootenay Silver Inc. He is a proven exploration expert and mine builder, with extensive knowledge in project finance, business development and strategic planning.

Tiziano Romagnoli

Director, VP Corporate Development

Mr. Romagnoli is a fund manager and financial advisor to a number of companies in the mining sector. He was the former head of BMO Nesbitt Burns in Geneva and instrumental in arranging financing for exploration and development companies.

Rajwant Kang

Director, CFO & Corporate Secretary

Mr. Kang is the founder & president of RSK Management Consulting Inc., a private company that provides management services, and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, M&A and corporate regulation of publicly listed companies.

Tom Martin

Director

Mr. Martin has 15 years of experience in capital markets and corporate communications. He is currently an advisor with Prospector Metals and has worked with other Discovery Group Companies. Mr. Martin has been instrumental in assembling top quality projects & management teams within the mining sector.

Manley Guarducci

Independent Director

Mr. Guarducci is a mining engineer with extensive experience in building and operating mines throughout the Americas, including roles as General Manager at Greenstone Mining (1999-2001) in Nicaragua; RNC Mining at the Mina San Andreas, Honduras; Yamana Gold (2005-2007) and Chief Operating Officer for Alamos Gold Inc. Mulutos Deposit, Mexico (2007- 2015).

It is anticipated that the Resulting Issuer will also appoint Meghan Brown, a current director of Solid, as a director.

Meghan Brown

Independent Director

Ms. Brown is VP of Investor Relations for Artimis Gold. Her experience spans 25 years with small to large-cap mining companies across the Americas, Australia, and Africa. Her expertise includes retail and institutional investor relations, marketing, M&A, media relations, sustainability reporting, and corporate communications. In 2019, Ms. Brown was awarded the Investor Relations Award of Excellence from the Canadian Investor Relations Institute (CIRI), the highest honour for investor relations professionals in Canada. Ms. Brown holds a Bachelor of Arts degree from UBC and an MBA from Queen's University, and is a graduate of the ICD-Rotman Directors Education Program with the designation of ICD.D.

The Proposed Transaction

Subject to the execution of a definitive agreement (“Definitive Agreement”), Solid proposes to acquire all of the issued and outstanding securities of BBG Metals in exchange for securities of Solid. At the closing of the Proposed Transaction (the “Closing”), each issued and outstanding common share in the capital of BBG Metals will be exchanged for one Resulting Issuer Share, at a deemed issuance price of $0.10 per share.

The Closing will be conditional upon the Parties completing a concurrent private placement (the “Financing”) of BBG Metals securities to raise minimum of gross proceeds of $750,000, to be completed on or before December 31, 2024, and the Parties shall endeavour to use commercially reasonable efforts to cause purchasers under the Financing to hold at minimum 20% of the issued and outstanding Resulting Issuer Shares at the time of Closing. BBG Metals shall be solely responsible for sourcing all investors and necessary capital to complete the Financing. Those securities of BBG Metals issued pursuant to the Financing and that are issued and outstanding immediately prior to the Closing will be exchanged for securities of the Resulting Issuer with equivalent terms. The net proceeds from the Financing will be used for exploration activities including property commitments, working capital and general corporate purposes.

On completion of the Proposed Transaction, the former securityholders of BBG Metals (including investors under the Financing) will own a majority of the issued and outstanding Resulting Issuer Shares.

Sponsorship of a Qualifying Transaction is required by the Exchange unless a waiver from the sponsorship requirement is obtained. Solid intends to apply for a waiver from sponsorship for the Proposed Transaction. There is no assurance that a waiver from this requirement will be obtained.

The Proposed Transaction is conditional upon, among other things:

1. the Parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Proposed Transaction, including, but without limitation, acceptance of the Exchange;

2. completion of due diligence to the satisfaction of the Parties;

3. the signing of the Definitive Agreement;

4. the Parties receiving all necessary shareholder, board and regulatory consents and approvals; and

5. completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Definitive Agreement required to be completed or satisfied on or before Closing, including but not limited to completion of the Financing.

This is an initial press release. Solid will issue additional news releases, including a comprehensive news release in accordance with the policies of the Exchange providing further details in respect of the Proposed Transaction, the Definitive Agreement, including its date, a description of the proposed Significant Assets (as such term is defined in Policy 2.4), whether approval of the Solid shareholders is required in connection with the Proposed Transaction, the terms of the Financing and other material information as it becomes available.

In accordance with Exchange policies, the Company's common shares have been halted from trading and will remain so until completion of the Qualifying Transaction or termination of the LOI or Definitive Agreement, as the case may be.

Contact Information

For further information concerning this press release, please contact the respective representatives of Solid and BBG Metals as follows:

ThispressreleasedoesnotconstituteanofferofsecuritiesforsaleintheUnitedStates.Thesecuritiesbeing offeredhavenotbeen,norwilltheybe,registeredundertheUnitedStatesSecuritiesActof1933,asamended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Nether 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.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company 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.

All information contained in this news release with respect to BBG Metals was supplied by BBG Metals for inclusion herein, and Solid has relied on BBG Metals for any information concerning BBG Metals.

Cautionary Statement and Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information, including statements regarding the completion of the Proposed Transaction, the listing of the Resulting Issuer Shares on the Exchange, the Proposed Transaction constituting the Qualifying Transaction of Solid, the proposed management of the Resulting Issuer, and the Financing. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of the Company is subject to a number of material risks and uncertainties. Please refer to the continuous disclosure record of the Company, available under its SEDAR+ profile at www.sedarplus.ca, for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the Parties being able to obtain the necessary corporate, regulatory and other third party approvals, the completion of satisfactory due diligence by the Parties, and the completion of the Financing. The forward looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.

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