TORONTO, Aug. 14,
2024 /CNW/ - Culico Metals Inc. (TSXV: CLCO)
("Culico", or the "Corporation"), a TSXV Sandbox
issuer, is pleased to announce that, pursuant to the final listing
approval received from the TSX Venture Exchange ("TSXV"),
Culico's common shares ("Common Shares") will commence
trading on the TSXV at the opening of the market on August 16, 2024, under the symbol "CLCO" pursuant
to the TSXV Sandbox program.
Culico is a newly listed company formed pursuant to the spin-out
of certain assets of Karora Resources Inc. ("Karora") in
connection with the completion of a court-approved plan of
arrangement under the Canada Business Corporations Act
(the "Arrangement"), which was completed in accordance with
the terms of an arrangement agreement dated April 8, 2024 among Westgold Resources Limited,
Karora, 1474429 B.C. Ltd. and Culico (as amended on
July 8, 2024).
In connection with the completion of the Arrangement and
spin-out (collectively, the "Transaction"), 55,733,665
Common Shares were distributed to the former shareholders of
Karora. As a result of the Arrangement, all of the issued and
outstanding Common Shares of the Corporation are held by the former
shareholders of Karora. In addition to approving the Arrangement,
former shareholders of Karora also approved the Corporation's
omnibus equity inventive plan (the "Plan"). The Plan will
allow for the issuance of options, restrictive share units,
performance share units and deferred share units. The Corporation
is of the view that the Plan is required to attract and retain key
personnel who are necessary or essential to Culico's success. The
aggregate number of Common Shares reserved and available for grant
and issuance pursuant to awards under the Plan shall be equal to a
maximum of 10% of the aggregate number of issued and outstanding
Common Shares. While listed pursuant to the TSXV Sandbox, no awards
may vest, settle or be exercised.
TSXV Sandbox Program
Culico has received approval from the TSXV to list its Common
Shares on the TSXV pursuant to the TSXV Sandbox, an initiative
intended to facilitate listing applications that may not generally
satisfy the requirements and guidelines of the TSXV, but due to
facts or situations unique to a particular issuer otherwise warrant
a listing on the TSXV or an exemption from certain requirements in
the TSXV Corporate Finance Manual.
As Culico does not currently meet certain of the original
listing requirements of the TSXV set out in Policy 2.1 – Initial
Listing Requirements, the TSXV has exercised its discretion to
waive certain original listing requirements relating to Culico's
investment of 50% of its available funds in granting Culico
conditional approval for listing pursuant to the TSXV Sandbox.
Culico will remain listed pursuant to the TSXV Sandbox until the
following exit conditions (the "Exit Conditions") are met
within 12 months of listing on the TSXV (the "Exit
Deadline"): (i) Culico has deployed at least 50% of its
available funds, being C$4,663,000.00 to at least two qualifying
investments that are satisfactory to the TSXV, (ii) the TSXV has
confirmed there are no outstanding compliance or disclosure issues,
and (iii) Culico has made a formal application to the TSXV for an
exit review, along with the applicable filing fee, and the TSXV is
satisfied the Exit Conditions have been met. If Culico has not
satisfied the Exit Conditions by the Exit Deadline, the Culico
listing may be transferred from the TSXV to the NEX.
So long as Culico remains a TSXV Sandbox issuer, it will be
subject to the following restrictions and disclosure obligations in
addition to the TSXV tier 2 continued listing requirements and
disclosure obligations pursuant to the policies of the TSXV:
a)
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any proposed investment
is subject to TSXV review and acceptance, including all investments
that would otherwise be considered an "Exempt Transaction" as such
term is defined in Policy 5.3 – Acquisitions and
Dispositions;
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b)
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1,199,857 Common
Shares, being all the Common Shares held by directors and officers
of Culico, will be held in escrow pursuant to an escrow agreement
in the form of TSXV's Form 5D. The first release from escrow will
occur on the date on which the TSXV issues a bulletin confirming
Culico has satisfied all the Exit Conditions and accepted Culico's
exit from the TSXV Sandbox program (the "Exit Date"). On the
Exit Date, upon Culico meeting all TSXV Sandbox listing
requirements, the TSXV's Tier 2 value securities release schedule
will be retroactively applied to the original listing date of
Culico on the TSXV pursuant to the TSXV Sandbox program;
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c)
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Culico may grant equity
incentive awards but no such awards may vest, be settled or be
exercised, as the case may be, until the Exit Date, or in the case
of restricted share units, deferred share units or performance
share units, until the later of (i) one year from the date of grant
and (ii) the Exit Date; and
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d)
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all continuous
disclosure documents of Culico must refer to Culico being listed on
the TSXV under the TSXV Sandbox program.
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Culico has received an exemption from the sponsorship
requirements under Policy 2.2 – Sponsorship and Sponsorship
Requirements of the TSXV of the TSXV's Corporate Finance
Manual.
About Culico Metals Inc.
Culico is a company focused on creating value in the mineral
exploration, development and production sector. Culico's current
assets include a 1% lithium royalty on certain mining interests
held by Kali Metals Limited (ASX:KM1), the right to receive a
deferred consideration payment due to the on-sale of the Dumont
project and approximately C$10
million in cash. The Dumont project is a large-scale nickel
deposit located 25 km west of the town of Amos in the established Abitibi mining camp in
the mining-friendly Canadian province of Québec. Culico holds an
interest in the net proceeds from a future sale or other
monetization event involving the Dumont project.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain "forward-looking
statements" under applicable Canadian securities laws concerning
the business, operations and financial performance and condition of
Culico. Except for statements of historical fact relating to
Culico, all statements included herein are forward-looking
statements. The words "believe", "expect", "strategy", "target",
"plan", "scheduled", "commitment", "opportunities", "guidance",
"project", "continue", "on track", "estimate", "growth",
"forecast", "potential", "future", "extend", "planned", "will",
"could", "would", "should", "may" and similar expressions typically
identify forward-looking statements. In particular, this news
release contains forward-looking statements including, without
limitation, information and statements regarding the Transaction;
the timing and ability of Culico to commence trading on the TSXV
(if at all) and its ability to meet the Exit Conditions (if at
all); and the business and operations of Culico.
Forward-looking statements are necessarily based on the
opinions and estimates of management at the date the statements are
made and are based on a number of assumptions and subject to a
variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those
projected in the forward-looking statements. Many of these
assumptions are based on factors and events that are not within the
control of Culico and there is no assurance they will prove to be
correct.
These factors are discussed in greater detail in Culico's
TSXV Form 2B – Listing Application, filed under the
Corporation's issuer profile on SEDAR+, which also provides
additional general assumptions in connection with these statements.
Culico cautions that the foregoing list of important factors is not
exhaustive. Investors and others who base themselves on
forward-looking statements should carefully consider the above
factors as well as the uncertainties they represent and the risk
they entail.
Although Culico has attempted to identify important factors
that could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Culico
undertakes no obligation to update forward-looking statements if
circumstances or management's estimates or opinions should change
except as required by applicable securities laws. The reader is
cautioned not to place undue reliance on forward-looking
statements. Comparative market information is as of a date prior to
the date of this document. Further, the forward-looking statements
included herein speak only as of the date of this news
release.
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 news release.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein.
Investors are advised that the Corporation has been listed on
TSXV as a TSXV Sandbox Listing as the Corporation did not meet all
TSXV's listing requirements at the time of listing. There can be no
assurance that the Corporation will meet all the Exit Conditions.
For details on TSXV Sandbox, please visit
(https://www.tsx.com/en/listings/tsx-and-tsxv-issuer-resources/tsx-venture-exchange-issuer-resources/tsxv-sandbox).
SOURCE Culico Metals Inc.