Vancouver, British Columbia--(Newsfile Corp. - September 22, 2020) - Magnitude Mining Ltd. (TSXV: MML.P) ("Magnitude" or the "Company") is pleased to announce that it has filed a filing statement dated September 22, 2020 (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") for the business combination transaction (the "Transaction") with Pucara Resources Corp. ("Pucara") previously announced in the Company's news release dated March 11, 2020 and updated on June 10, 2020 and July 15, 2020, and which will constitute Magnitude's Qualifying Transaction, as defined under TSXV Policy 2.4 - Capital Pool Companies. Assuming all conditions for closing are satisfied, the Company and Pucara expect to close the Transaction on or about September 30, 2020 (the "Anticipated Closing Date").
In connection with the Transaction, on or before the Anticipated Closing Date, the Company will change its name to "Pucara Gold Ltd." (the "Name Change") and consolidate its common shares (the "Common Shares") on a 2:1 basis (the "Consolidation"). In accordance with the policies of the TSXV, the Common Shares are currently halted from trading and are expected to remain so until completion of the Transaction. In due course, the parties to the Transaction will issue a further comprehensive news release announcing the closing of the Transaction and the date on which the Common Shares will resume trading.
Currently, the Company has a total of 6,200,000 Common Shares are issued and outstanding and after the Consolidation, the Company will have 3,100,000 issued and outstanding Common Shares. In addition to the name change from "Magnitude Mining Ltd." to "Pucara Gold Ltd.", the Company's trading symbol will change from "MML.P" to "TORO". The new CUSIP number will be 74467P105 and the new ISIN number will be CA74467P1053.
The Consolidation and Company Name Change are subject to the approval of the TSXV and once the Consolidation and Name Change are approved, a letter of transmittal will be sent out to registered shareholders of the Company by the Company's transfer agent, Odyssey Trust Company. Shareholders who hold Common Shares through a securities broker or other intermediary and do not have Common Shares registered in their name will not be required to take any measures with respect to the Consolidation and Name Change. No fractional shares will be issued as any fractional share will be rounded to the nearest whole number. The Company anticipates the effective date of the Consolidation and Name Change to take place on or before the Anticipated Closing Date.
A technical report titled "National Instrument 43-101 Technical Report, Lourdes Gold Project, Department of Ayacucho, Peru" with an effective date of July 15, 2020 prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has been prepared for Pucara's Lourdes Project and was filed under the Company's SEDAR profile in conjunction with the filing of the Filing Statement.
Additional information concerning the Transaction, Pucara, Magnitude and the resulting issuer is provided in the Company's news releases dated March 11, 2020, June 10, 2020 and July 15, 2020 and the Filing Statement, which are available under Magnitude' SEDAR profile at www.sedar.com.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Magnitude Mining Ltd.
Victoria McMillan, Chief Financial Officer
Investors are cautioned that, except as disclosed in the Filing statement, 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 information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to the completion of the Transaction, resumption of trading in the Common Shares and the Company's anticipated Name Change and Consolidation.
Such statements and information reflect the current view of the Company. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction; the risk that the Transaction is not approved or completed by the Anticipated Closing Date or on the terms set out in the definitive agreement; reliance on key management; disruptions or changes in the credit or security markets; risks associated with the COVID-19 pandemic; unanticipated costs and expenses; and general market and industry conditions.
The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, assumptions that all conditions to the closing of the Transaction will be satisfied, the Transaction will be completed by the Anticipated Closing Date and on the terms set forth in the definitive agreement and the Company will be able to carry out its business plan as contemplated. Although Magnitude and Pucara believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct.
The forward-looking information contained in this press release represents the expectations of the Company 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 the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
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 press release.
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