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The Acquisition, an arm's length transaction, will constitute a "fundamental change" for the Company under the policies of the Canadian Securities Exchange (the "CSE").
The Transaction
The Acquisition is structured as a securities exchange pursuant to which Mansa has agreed to purchase all of the shares of Voltage from the Target Vendors, such that following closing of the Acquisition (the "Closing") all of the Target Shares of Voltage, which will represent all of the issued and outstanding securities of Voltage, will be owned by Mansa.
In consideration for the Acquisition, the Company has agreed to, at Closing, allot and issue an aggregate of 36,000,000 common shares in the capital of Mansa (each, a "Consideration Share") to the Target Vendors.
Conditions to the Acquisition
Completion of the Acquisition remains subject to a number of conditions including, among other things: approval of the CSE; approval of a majority of the shareholders of the Company in respect of the Transaction; completion of the Private Placement (as discussed below); and other conditions which are customary for transactions of this nature.
The issuance of the Consideration Shares will be completed pursuant to available exemptions under applicable securities laws. Consideration Shares which are issued to any
A finder's fee of 750,000 common shares of the Company will be paid to an arm's length party in connection with the closing of the Acquisition. Closing of the proposed Transaction is expected to be on or about
It is expected that, upon completion of the Acquisition and prior to the Private Placement, the former Target Vendors will own approximately 53% of the issued and outstanding common shares of the Resulting Issuer.
Board of Directors
In connection with the Closing,
Private Placement
Mansa also announces that it will conduct a non-brokered private placement to raise gross proceeds of up to
The Private Placement will comprise a combination of: (i) a unit ("Unit") at a price of
Finder's fees will be payable on the Private Placement.
The Company intends to use the proceeds of the flow-through shares for ongoing general exploration of the Company's mineral exploration properties in
The Company reserves the right to increase the size of the Private Placement or to modify the type, nature and/or price of the Private Placement for any reason.
Qualified Person Statement
All scientific and technical information contained in this news release was prepared and approved by
About
About
Voltage is a mineral exploration company with a highly experienced team focused on the
Past shallow drilling at the
Drilling to date has not yet intersected massive sulphides, and the EM anomaly has not yet been explained. The disseminated sulphide halo provides an important vector to guide the upcoming future exploration work.
Voltage is party to a purchase agreement (the "Purchase Agreement") dated
Trading in
Trading in the Company's Shares on the CSE was halted in connection with the news release on
None of the securities issued in connection with the Acquisition will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in
Completion of the Acquisition is subject to a number of conditions, including CSE acceptance and Company shareholder approval. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of Mansa should be considered highly speculative.
The CSE has not, in any way, passed upon the merits of the Transaction and associated transactions and has not, in any way, approved or disapproved of the contents of this news release. The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the proposed terms and date of Closing of the Acquisition; the consideration payable in connection with the Closing, resale and escrow restrictions relating to the securities to be issued in connection with the Transaction; the business of the Resulting Issuer, the re-qualification for listing of the Resulting Issuer on the CSE, the proposed corporate name of the Resulting Issuer and the anticipated changes to the Resulting Issuer Board and the management of the Resulting Issuer in connection with the Closing. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
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