Toronto, Ontario--(Newsfile Corp. - November 15, 2024) - Green Panda Capital Corp. (TSXV: GPCC.P) ("Green Panda" or the "Company") is pleased to announce that further to its news releases of June 28, 2023 and September 29, 2023, regarding its proposed qualifying transaction with Thistle Resources Corp. ("Thistle") (the "Qualifying Transaction"), it has filed a filing statement that is dated effective November 14, 2024, (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") and on the Company's SEDAR+ profile at www.sedarplus.ca. Additional information in respect of the Qualifying Transaction and the Company can be found in the Filing Statement.
The completion of the Qualifying Transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final approval of the TSXV and satisfaction of other customary closing conditions. Assuming all conditions are satisfied, closing of the Qualifying Transaction is expected to occur in December 2024.
The Company, upon and subject to completion of the Qualifying Transaction (the "Resulting Issuer"), is expected to (i) change its name to "Thistle Resources Inc." and trade on the TSXV under the symbol "TRCG" as a Tier 2 mining issuer, and (ii) complete a consolidation of its issued and outstanding common shares at a ratio of one post-consolidation common share for every two pre-consolidation common shares (the "Consolidation"). Final acceptance of the Qualifying Transaction will occur upon the issuance of a final exchange bulletin (the "Exchange Bulletin") which will provide the proposed date on which the Company's common shares will resume trading. Until such time, in accordance with the policies of the TSXV, the Company's common shares are currently halted from trading and will remain so until such time as required by TSXV policies.
Concurrent Financing
Concurrently with closing of the Qualifying Transaction, on a post-Consolidation basis, the Company will complete a non-brokered private placement (the "Private Placement"). The Private Placement will consist of non-flow-through units ("NFT Units") and flow-through common shares ("FT Shares") sold at an issue price of: (i) $0.25 per NFT Unit, and (ii) $0.50 per FT Share, respectively, for minimum gross proceeds of $1,520,000 and maximum gross proceeds of $3,000,000. Each NFT Unit will consist of one Private Placement common share ("PP Share") and one half of one warrant (each whole warrant a "PP Warrant"). It is expected that a minimum aggregate of 6,080,000 PP Shares and a maximum aggregate of 8,000,000 PP Shares will be issued. Upon closing of the Qualifying Transaction, each PP Share will be exchanged for one Resulting Issuer common share, and each PP Warrant will be exchanged for one warrant exercisable into one Resulting Issuer common share at an exercise price of $0.35 per share for a period of 24 months from the closing date of the Private Placement.
In connection with the Private Placement, the Company intends to enter into certain finder's fee agreements with certain persons introducing subscribers of FT Shares and NFT Units to the Company (the "Finders"). The Company estimates that each of the Finders will be entitled to receive: (a) a cash fee of 8% of the gross proceeds raised from subscriptions in the Private Placement from persons who participated in the offering that were introduced to the Company by the Finder; and (b) a number of broker warrants in an amount equal to 8% of the total number of FT Shares and NFT Units issued to persons who participate in the offering that were introduced to the Company by the Finder. Upon closing of the Qualifying Transaction, each broker warrant will be exchanged for one warrant exercisable into one Resulting Issuer common share at an exercise price of $0.35 per share for a period of 24 months from the closing date of the Private Placement.
Additional Information
Investors are cautioned that, except as disclosed in the filing statement, any information released or received with respect to the Qualifying 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.
There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains certain forward-looking statements, including statements relating to the Qualifying Transactionand certain terms and conditions thereof, the receipt of all necessary shareholder, TSXV, securities regulatory authority and other third party consents and approvals, the ability to complete the Private Placement and Qualifying Transaction, the Resulting Issuer's ability to qualify as a Tier 2 mining issuer, the duration of the halt in respect of the Company's common shares, and other statements that are not historical facts. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to geological risks, risks associated with the effects of COVID-19, the financial markets generally, the results of the due diligence investigations to be conducted in connection with the Qualifying Transaction, the ability of the Company to complete the Qualifying Transaction or obtain TSXV final acceptance and, if applicable, shareholder approvals. As a result, the Company cannot guarantee that the Qualifying Transaction will be completed on the terms described herein or at all. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The securities of the Company, Thistle Resources Corp. and the Resulting Issuer have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
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