NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
VANCOUVER, BC / ACCESSWIRE / December 7, 2020 / ECC Ventures 2 Corp. ("ECC2" or the "Company") (TSXV:ETWO.P) is pleased to announce that it has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") dated effective December 4, 2020, pursuant to which it will acquire (the "Acquisition"), through its newly formed subsidiary, all the issued and outstanding share capital of Infield Minerals Corp. ("Infield"). The Acquisition will constitute a reverse take-over and the Company's qualifying transaction under the policies of the TSX Venture Exchange (the "Exchange"). Upon closing, ECC2 will change its name to Infield Minerals Corp.
The Acquisition will be completed by way of an amalgamation pursuant to which, inter alia, (i) ECC2 will complete a share consolidation on a 2.25 to 1 basis (the "Consolidation"), and (ii) shareholders of Infield will be issued an aggregate of 35,268,975 post-Consolidation common shares of ECC2 as consideration in exchange for their shares of Infield.
Upon closing of the Acquisition, current securityholders of ECC2 will own 2,600,000 post-Consolidation common shares, 888,888 of which will be subject to escrow provisions pursuant to the policies of the Exchange, and 251,111 stock options exercisable at $0.225 per post-consolidation common share (111,111 exercisable until April 18, 2023 and 140,000 exercisable until ninety days from closing of the Acquisition), subject to the provisions of the Company's stock option plan.
Infield is a private company incorporated pursuant to the laws of British Columbia on March 25, 2019. Infield's principal asset is the Mercury One Property (the "Property") in the state of Nevada, USA. Infield also has an option on an additional silver-gold project in Nevada (the "Bandit Property").
For the period of incorporation on March 25, 2019 to December 31, 2019 (unaudited), Infield had assets of $nil, liabilities of $599 and a working capital deficit of $599. For the interim period ended September 30, 2020 (unaudited), Infield had current assets of $1,600,655, fixed assets of $302,740, liabilities of $99,031, and working capital of $1,501,624.
As a condition to completing the Acquisition, the parties intend to complete a private placement financing (the "QT Financing") of subscription receipts through the Company's subsidiary (collectively, the "Subscription Receipts"), to raise minimum aggregate gross proceeds of $3,000,000, the terms of which will be determined in the context of the market. The proceeds of the QT Financing will be held in escrow, pending the Company receiving all applicable regulatory approvals, and completing all matters and conditions relating to the Acquisition, including the Consolidation. Upon satisfaction of the escrow conditions, each Subscription Receipt will automatically convert, for no additional consideration, into post-Consolidation securities of the Company. In the event that the Acquisition is not completed, each Subscription Receipt will be cancelled, and the subscription funds will be returned to the subscribers. The Company may pay a commission in connection with the QT Financing, in accordance with the policies of the Exchange. Once released from escrow, the Resulting Issuer will use the proceeds of the QT Financing for the proposed phase 1 exploration program on the Property, and for general working capital purposes.
A copy of the Amalgamation Agreement will be filed and will be accessible under ECC2's profile on SEDAR (www.sedar.com), and in connection with the Acquisition and pursuant to the requirements of the Exchange, ECC2 will also file on SEDAR a filing statement which will contain details regarding the Acquisition, ECC2, Infield and the Resulting Issuer.
Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance, and completion of the QT Financing. Trading of ECC2's common shares will remain suspended until completion of the proposed Acquisition. The Acquisition is an Arm's Length Qualifying Transaction under the policies of the Exchange.
ECC2 intends to issue a subsequent press release in accordance with the policies of the Exchange providing further details in respect of the QT Financing.
For more information please contact Scott Ackerman, the CEO, CFO and a director of the Company, at 778-331-8505 or email: sackerman@emprisecapital.com.
On Behalf of the Board of Directors of ECC Ventures 2 Corp.
Scott Ackerman
Director
Completion of the Acquisition is subject to a number of conditions, including, among others, Exchange acceptance and if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Acquisition, any information released or received with respect to the Qualifying Transaction or the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of ECC2 should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this news release.
Neither 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.
Forward-Looking Statements
Statements included in this announcement, including statements concerning our and Infield's plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, "forward‐looking statements". Forward-looking statements include, among other matters, the terms and timing of the Acquisition and the QT Financing, the growth plans of Infield and statements concerning the Company following the Acquisition. Forward‐looking statements may be, but are not always, identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Company cautions readers that forward‐looking statements, including without limitation those relating to the Company's and Infield's future operations and business prospects, are subject to certain risks and uncertainties (including risks that the Acquisition does not proceed, or proceed on the expected terms, geopolitical risk, regulatory, Covid-19 and exchange rate risk) that could cause actual results to differ materially from those indicated in the forward‐looking statements. There can be no assurance that any forward-looking statement will prove to be accurate or that management's assumptions underlying such statements, including assumptions concerning the Acquisition or future developments, circumstances or results will materialize. The forward-looking statements included in this news release are made as of the date of this new release and the Company does not undertake to update or revise any forward-looking information included herein, except in accordance with applicable securities laws.
ECC VENTURES 2 CORP.
Suite 1600, 609 Granville Street
Vancouver, BC V7Y 1C3
Telephone: 1-778-331-8505
SOURCE: ECC Ventures 2 Corp.
ReleaseID: 619820
