Vancouver, British Columbia--(Newsfile Corp. - September 1, 2020) - Fusion Gold Ltd. (TSXV: FML.P) ("Fusion" or the "Company"), announces that it has entered into an amended and restated amalgamation agreement with Battery Mineral Resources Corp ("BMR" or "Battery"), 1234525 B.C. Ltd., a wholly-owned subsidiary of Fusion ("Fusion Subco"), and Weston Energy, LLC ("Weston") dated August 31, 2020 (the "Amended and Restated Amalgamation Agreement" or the "Definitive Agreement") in respect of its previously announced qualifying transaction with Battery (the "Transaction").
The Amended and Restated Amalgamation Agreement (i) extends the time for completion of the Transaction from August 31, 2020 to December 31, 2020 (subject to a 60 day extension in the event of a delay in obtaining regulatory approval due to an escalation in the COVID-19 epidemic); and (ii) increases the expense reimbursement fee from $250,000 to $350,000 (payable by Battery to Fusion in the event the Transaction is not completed by December 31, 2020 for any reason other than as a result of the failure of Fusion to fulfil a material condition or obligation under the Definitive Agreement).
The extension allows BMR to complete the acquisition of an 89% interest in ESI Energy Services Inc. ("ESI") from various limited partners of Yorktown Funds, as described in the joint news release of BMR and Yorktown of today's date (the "BMR ESI Transaction"). The BMR ESI Transaction will provide Battery with potential access to additional financial resources to support further exploration and development of its existing mining properties and its participation in other mining-related opportunities. One of the vendors of ESI shares is the principal shareholder of Weston, the controlling shareholder of Battery.
ESI is an Alberta incorporated, publicly traded company listed on the CSE under the stock symbol "OPI". ESI is a pipeline and renewables equipment rental and sales company with principal operations in Leduc, Alberta and Phoenix, Arizona. For further details on the business of ESI see https://energyservicesinc.com/. The BMR ESI Transaction is expected to be completed in early September 2020.
As previously disclosed the Transaction will be completed by way of a three-cornered amalgamation pursuant to which Battery and Fusion Subco will amalgamate, shareholders of Battery will exchange their securities of Battery for shares of Fusion on a one-for-one basis (post Fusion consolidating its shares on a 2 for 1 basis) and Battery will become a wholly-owned subsidiary of Fusion.
For further details on the Transaction please refer to the Company's news releases of December 9, 2020, December 24, 2019, March 25, 2020 and May 15, 2020.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, 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 proposed Transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Fusion Gold Ltd.
David DeWitt, Director
Phone: 604 628 1100
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Fusion's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release include information relating to the business plans of Fusion, Battery, and ESI, the completion of the transactions contemplated by the BMR ESI Transaction, and the completion of the Transaction (including Exchange approval and the closing of the Transaction).
Such forward-looking statements and information reflect the current view of Fusion and are based on certain assumptions that Fusion believes are reasonable. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information include, among others, that there is no assurance that Fusion and Battery will obtain all requisite approvals for the Transaction, including the approval of the Battery shareholders or the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction). When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Fusion has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, Fusion cautions that the foregoing material factors is not an exhaustive list and is subject to change, and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Fusion as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Fusion may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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