Kingfisher Resources Ltd. entered into a binding letter of intent to acquire Seashore Resource Partners Corp. (TSXV:SSH.P) in a reverse merger transaction for CAD 9.8 million.
Upon completion of the transaction, it is expected that all the Directors and officers of Seashore Resource Partners, other than Chris Beltgens, will resign and be replaced by nominees of Kingfisher Resources Ltd. Dustin Perry (Chief Executive Officer and Director), David Loretto (President and Director), Barry MacNeill( Chief Financial Officer), Chris Beltgens (Director), Richard (Rick) Trotman (Director), Giuseppe (Pino) Perone (Corporate Secretary and Director) Zach Flood (Director) are expected to be the officers resulting issuer. The transaction is subject to parties entering into a definitive agreement on or before August 15, 2020, the completion of satisfactory due diligence investigations, the completion of a private placement by Kingfisher of subscription receipts for gross proceeds of a minimum of CAD 750,000, the approval of the TSX-V approved of the board of Directors of both Seashore and Kingfisher, approval by Kingfisher shareholders, execution of Dissidents rights, listing / approval new shares on stock exchange, execution of escrow agreement and other applicable regulatory authorities. The transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted. Seashore Resource intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. The transaction is not subject to approval of shareholders. On February 10, 2021, the Exchange granted its conditional acceptance for the Proposed Transaction, subject to certain conditions. The transaction is expected to close on or around March 8, 2021.