NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER. British Columbia, Nov. 20, 2023 (GLOBE NEWSWIRE) -- Mayfair Acquisition Corp. (TSXV: MFA.P) ("Mayfair") and Boa Gold Corp. ("Boa") are pleased to announce that further to the news release dated September 18, 2023 (the "Initial Release"), they have entered into an amalgamation agreement dated November 17, 2023 (the "Amalgamation Agreement") with 1448505 B.C. Ltd., a wholly owned subsidiary of Mayfair ("Subco") pursuant to which Mayfair will, by way of a "three-cornered amalgamation", acquire all of the issued and outstanding securities of Boa (together with the related transactions and corporate procedures set forth in the Amalgamation Agreement, the "Transaction").
In connection with the Transaction and pursuant to the requirements of the TSX Venture Exchange (the "TSXV"), Boa and Mayfair will prepare and file a filing statement on Mayfair's issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Transaction, the parties to the Transaction and Mayfair, as it will exist upon completion of the Transaction (the "Resulting Issuer").
The Transaction will not be a Non-Arm’s Length Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSXV Corporate Finance Manual (the "Manual"), and, if completed, will constitute Mayfair’s "Qualifying Transaction" (as such term is defined in Policy 2.4).
The Transaction is currently expected to close in the first quarter of 2024 and is subject to a number of closing conditions as set forth in the Amalgamation Agreement, including, but not limited to: obtaining all necessary board, shareholder and regulatory approvals, including TSXV approval. The Transaction cannot close until all of the conditions are satisfied or waived. There can be no assurance that the Transaction will be completed on the terms proposed in the Amalgamation Agreement or at all.
A subsequent news release will be disseminated upon completion of the Transaction.
Boa Gold Corp.
Boa was incorporated on November 28, 2022 pursuant to the Business Corporations Act (British Columbia) ("BCBCA") and is not a reporting issuer in any province or territory of Canada. Boa is a mineral exploration company based in Vancouver, British Columbia, Canada and is currently focused on the exploration of the Copeçal Property located in the Juruena Gold Province in the Mato Grosso State in Central Western Brazil (the "Copeçal Property"). Boa, through its wholly-owned subsidiary, Ouro Resources Inc., owns 100% of the interests in the Copeçal Property. Upon completion of the Transaction, the Resulting Issuer will carry on the business of Boa as a mineral exploration company focused on the exploration of the Copeçal Property.
For further details on the Copeçal Property, please see the Initial Release.
Mayfair Acquisition Corp.
Mayfair was incorporated on May 5, 2021 pursuant to the provisions of the BCBCA and is a Capital Pool Company (as defined in the Manual) listed on the TSXV and a reporting issuer in the Provinces of British Columbia, Alberta and Ontario. Mayfair has no commercial operations and no assets other than cash. Mayfair's only business is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction (as defined in Policy 2.4).
Transaction Summary
Pursuant to the terms of the Amalgamation Agreement, and subject to certain conditions, including receipt of applicable regulatory, board and shareholder approvals, Boa will amalgamate with Subco pursuant to the provisions of the BCBCA (the "Amalgamation") to form a newly amalgamated company ("Amalco") which will be a wholly-owned subsidiary of the Resulting Issuer upon completion of the Transaction. In connection with the Amalgamation, holders of the common shares of Boa ("Boa Shares") will receive one common share in the capital of the Resulting Issuer (a "Resulting Issuer Share") as consideration for each Boa Share held immediately before the Amalgamation, such that the total consideration payable in connection with the Transaction is expected to be approximately 24,749,500 Resulting Issuer Shares, on a post-Consolidation (as defined below) basis, in addition to any additional Boa Shares issued and outstanding immediately prior to the closing of the Transaction as a result of the Concurrent Financing (as defined below), which additional Boa Shares, if any, will be exchanged for Resulting Issuer Shares on a one-for-one basis.
In connection with the Transaction, it is anticipated that Mayfair will consolidate its common shares (the "Mayfair Shares") on a 1.5:1 basis, as may be adjusted (the "Consolidation"). As a result of the Consolidation, each security convertible into a Mayfair Share will, upon conversion, be adjusted in accordance with its terms to account for the Consolidation.
In connection with the Transaction:
- Mayfair will: (i) change its name ("Name Change") to "Boa Gold Corp.", or such other name requested by Boa acting reasonably and as may be acceptable to the TSXV and regulatory authorities; (ii) adopt a new equity incentive plan (the "Equity Incentive Plan") and stock symbol; and (iii) convene a meeting of its shareholders for the purpose of approving, among other matters: (a) the Consolidation; (b) the adoption of the Equity Incentive Plan on terms acceptable to the TSXV and applicable regulatory authorities; and (c) the Name Change (collectively, the "Mayfair Shareholder Meeting Matters"). Each of the directors and officers of Mayfair has entered into a voting support agreement with Boa to vote all of their securities of Mayfair in favour of the Mayfair Shareholder Meeting Matters. Additionally, Mayfair’s board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Mayfair Shareholder Meeting Matters.
- Boa will convene a meeting of its shareholders for the purpose of approving, among other matters, the Transaction (collectively, the "Boa Shareholder Meeting Matters"). Each of the directors and officers of Boa has entered into a voting support agreement with Mayfair to vote all of their securities of Boa in favour of the Boa Shareholder Meeting Matters. Additionally, Boa’s board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Boa Shareholder Meeting Matters.
Upon the closing of the Transaction, it is expected that the Resulting Issuer will have approximately: (i) 34,894,533 Resulting Issuer Shares issued and outstanding, assuming completion of the minimum Concurrent Financing; (ii) 542,442 stock options issued and outstanding to acquire an aggregate of 542,442 Resulting Issuer Shares; (iii) 4,411,765 common share purchase warrants issued and outstanding to acquire an aggregate of 4,411,765 Resulting Issuer Shares, assuming completion of the minimum Concurrent Financing; and (iv) 266,666 broker warrants issued and outstanding to acquire an aggregate of 266,666 Resulting Issuer Shares. Notwithstanding the foregoing, as at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the Transaction, nor the percentage of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Mayfair and Boa, as such determinations will depend upon the number of securities issued in the Concurrent Financing. A subsequent news release will be issued when the applicable information is confirmed.
No finder’s fee or commission is payable in connection with the Transaction. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the Transaction.
Concurrent Financing
Prior to or concurrently with the closing of the Transaction Boa intends to complete a non-brokered private placement of a minimum of 4,411,765 units ("Units") at a price of $0.17 per Unit, raising minimum gross proceeds of $750,000 (the "Concurrent Financing"). Each Unit will be comprised of one Boa Share and one common share purchase warrant of Boa (a "Unit Warrant") entitling the holder thereof to purchase one Boa Share at a price of $0.30 per Boa Share for a period of two years from the date of issuance. Upon the closing of the Transaction, the Unit Warrants outstanding will become exercisable for Resulting Issuer Shares on a one-for-one basis, after giving effect to the Consolidation, in accordance with the terms of such Unit Warrants. Additionally, Boa expects to compensate certain finders in connection with the Concurrent Financing, by the issuance of Boa Shares ("Finder Shares") equal to 7.0% of the Units sold under the Concurrent Financing from investors introduced to Boa by such finders.
It is intended that the Concurrent Financing will constitute a "Concurrent Financing" as such term is defined under Policy 2.4. The net proceeds of the Concurrent Financing will be used for general operating expenses, advancement of the Copeçal Project and funding completion of the Transaction.
Officers and Directors
Prior to completion of the Transaction and subject to approval by the TSXV and the filing of all required materials, it is anticipated that the board of directors of the Resulting Issuer will be reconstituted to be comprised of a slate of five directors, of which at least three directors will be independent, four directors will be appointed by Boa, one director will be appointed by Mayfair and all of which will be subject to the approval of Boa and the TSXV. For further details on the anticipated directors and officers of the Resulting Issuer, please see the Initial Release.
Non-Arm’s Length Parties
There is no direct or indirect beneficial interest of any Non-Arm’s Length Party (as defined in the Manual) to Mayfair in the shareholders of Boa, the Significant Assets (as such term is defined in Policy 2.4) or Boa. No Non-Arm’s Length Parties to Mayfair are Insiders (as defined in the Manual) of Boa. There is no relationship between or among any Non-Arm’s Length Party to Mayfair and the Non-Arm’s Length Parties to the Qualifying Transaction (as such term is defined in Policy 2.4). No party or their respective Associates or Affiliates (as such terms are defined in the Manual) is a Control Person (as defined in the Manual) of both Mayfair and Boa and as such, the Transaction will not constitute a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4). It is not currently anticipated that the Transaction will require the approval of the shareholders of Mayfair, as it is not a Non-Arm’s Length Qualifying Transaction or a "related party transaction" pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Transaction will require the approval of the shareholders of Boa.
Trading in Mayfair Shares
Trading in the Mayfair Shares has been halted in compliance with the policies of the TSXV. Trading in the Mayfair Shares will remain halted pending the review of the Transaction by the TSXV and satisfaction of the conditions of the TSXV for resumption of trading. It is likely that trading in the Mayfair Shares will not resume prior to the closing of the Transaction.
Additional Information
All information contained in this press release with respect to Mayfair and Boa was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
| For more information, please contact: | ||||
| Mayfair Acquisition Corp. | Boa Gold Corp. | |||
| Attn: | Charles Walensky, CEO | Attn: | Robert Birmingham, President | |
| Email: | cw@seabulkers.com | Email: | rob@benaterra.com | |
| Phone: | +1 612 928-5421 | |||
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of Mayfair and Boa with respect to future business activities and operating performance. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: (a) expectations regarding the Transaction including, but not limited to, the timing associated with completing the Transaction and the terms and conditions on which the Transaction will be completed; the necessary board, shareholder and regulatory approvals and the timing associated with obtaining such approvals; the basis on which the Mayfair Shares will be consolidated and the timing associated therewith; the Name Change; the adoption of the Equity Incentive Plan; the anticipated capital structure of the Resulting Issuer; the anticipated composition of the Resulting Issuer board of directors; the terms of the Concurrent Financing including the size and timing associated with completing such financing and the fact that Finders Shares are expected to be issued in connection with such financing; and the convening of the necessary shareholders meeting(s); (b) the business plans and expectations of Boa; (c) trading in Mayfair Shares and when such trading will resume, if at all; and (d) the issuance of and timing associated with issuing a further news release or news releases.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the Transaction on the proposed schedule and terms and conditions set out in the Amalgamation Agreement; that Boa will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the Amalgamation Agreement will not be terminated prior to the closing the Transaction; that the Transaction will be completed in accordance with the terms and conditions of the Amalgamation Agreement and within the timeframe expected; and that no unanticipated events will occur that will delay or prevent the completion of the Transaction.
Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Mayfair and Boa and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Mayfair and Boa’s respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Mayfair and Boa believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed schedule and on the terms and conditions set out in the Amalgamation Agreement; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Mayfair and Boa and general market conditions
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Mayfair and Boa have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Mayfair and Boa do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements (as defined in the Manual), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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.
