Pursuit Gold Announces Definitive Agreement with South American Lithium Corp. to Complete Reverse Takeover
PURSUIT GOLD CORP.
905 West Pender Street, 6th Floor Vancouver, BC V6C 1L6
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
PURSUIT GOLD ANNOUNCES DEFINITIVE AGREEMENT WITH SOUTH AMERICAN LITHIUM CORP. TO COMPLETE REVERSE TAKEOVER
VANCOUVER, BC - July 17, 2023 - Pursuit Gold Corp. (CSE: PUGS) (the "Company" or "Pursuit") is pleased to announce that it has entered into a defini�ve amalgama�on agreement dated July 14, 2023 (the "Amalgama�on Agreement") with South American Lithium Corp. ("SALi"), a private Alberta corpora�on, pursuant to which Pursuit and SALi will carry out an amalgama�on (the "Proposed Transac�on") that will result in the reverse takeover of the Company by SALi, and that will cons�tute a “fundamental change” of the Company under the policies of the Canadian Securi�es Exchange ("CSE"). Comple�on of the Proposed Transac�on is subject to the sa�sfac�on of a number of condi�ons, including receipt of all necessary shareholder and CSE approval for lis�ng of the combined company (the "Resul�ng Issuer"). Assuming sa�sfac�on or waiver of all condi�ons to closing, which cannot be guaranteed, the closing of the Proposed Transac�on is expected to occur in late Q2 or early Q3, 2023.
SALi, an arm's length party to the Company, is a mineral explora�on company focused on explora�on for lithium resources in Argen�na. Following the comple�on of the Proposed Transac�on, the Resul�ng Issuer will carry on the business of SALi. Upon comple�on of the Proposed Transac�on, the Resul�ng Issuer will change its name to “South American Lithium Corp.” or such other similar name as the par�es may agree.
Summary of Proposed Transac�on
The execu�on of the Amalgama�on Agreement follows the signature by the par�es of a non-binding le�er of intent that was previously announced in the Company's news release dated February 13, 2023. In accordance with the terms of the Amalgama�on Agreement, the Proposed Transac�on is structured as a three cornered amalgama�on whereby SALi will amalgamate with a wholly owned subsidiary of the Company (the "Amalgama�on") and the current shareholders of SALi will become shareholders of the Resul�ng Issuer. Prior to the Amalgama�on, SALi will con�nue its corporate existence out of Alberta and into Bri�sh Columbia to become a Bri�sh Columbia company (the “Con�nua�on”). Pursuant to the Amalgama�on, all SALi common shares outstanding will be exchanged for common shares of the Resul�ng Issuer (each a "Resul�ng Issuer Share"), and outstanding conver�ble securi�es of SALi will become exercisable to acquire Resul�ng Issuer Shares.
It is a condi�on to comple�on of the Proposed Transac�on that SALi completes a non-brokered market financing for gross proceeds of a minimum of $1,200,000 (the "SALi Private Placement"). Without taking the securi�es to be issued under the SALi Private Placement into considera�on, upon comple�on of the Proposed Transac�on, it is an�cipated that exis�ng shareholders of the Company will hold approximately 30.7% of the outstanding authorized share structure of the Resul�ng Issuer on an undiluted basis and the former holders of SALi Common Shares will hold approximately 69.3%. No finder's fee is payable in rela�on to the comple�on of the Proposed Transac�on although SALi may pay compensa�on in either cash or securi�es or both to qualified finders in connec�on with the SALi Private Placement.
This news release does not cons�tute an offer to sell, or a solicita�on of an offer to buy, any securi�es under the SALi Private Placement in the United States. The securi�es have not been and will not be registered under the United States Securi�es Act of 1933, as amended (the "U.S. Securi�es Act") or any state securi�es laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securi�es Act and applicable state securi�es laws or an exemp�on from such registra�on is available.
Proposed Management of the Resul�ng Issuer
Upon comple�on of the Proposed Transac�on, it is proposed that the following individuals will form the board of directors and execu�ve team of the Resul�ng Issuer:
Dus�n Nanos – Chief Execu�ve Officer and Director Chris�na Blacker – Chief Financial Officer and Corporate Secretary Ken Booth – Director Jose de Castro - Director Michelle DeCecco – Director
Richard Rosner - Director
The above cons�tutes only a summary of key terms of the Amalgama�on Agreement. For more complete informa�on on the Proposed Transac�on, investors should refer to the Amalgama�on Agreement, which will be made available on the Company's profile at www.sedar.com.
Shareholder and CSE Approval
It is an�cipated that the Company will obtain shareholder approval of the Proposed Transac�on as a fundamental change by wri�en consent of 50% plus one of the Company’s shareholders. SALi is expected to call a shareholder mee�ng ("SALi Mee�ng") to approve, among other things, the Con�nua�on and the Amalgama�on. The Alberta Business Corpora�ons Act and the Bri�sh Columbia Business Corpora�ons Act provide the SALi shareholders with rights of dissent from the Con�nua�on and the Amalgama�on, respec�vely, and the rights under specific condi�ons to be paid the fair value of their shares rather than par�cipate in the Con�nua�on or the Amalgama�on. Addi�onal details will be provided in a further news release and the CSE Form 2A Lis�ng Statement (the “Lis�ng Statement”) that with the CSE’s consent will be provided to both Pursuit and SALi shareholders in connec�on with obtaining their respec�ve shareholder approvals and will be filed with the CSE in connec�on with their approval of the Proposed Transac�on.
The Proposed Transac�on cannot close un�l the required shareholder and CSE approval is obtained. As noted above, comple�on of the Proposed Transac�on is subject to a number of condi�ons, including condi�onal approval of the lis�ng of the Resul�ng Issuer Shares on the CSE, as well as other condi�ons to closing customary for similar transac�ons. There can be no assurance that the Proposed Transac�on will be completed as proposed or at all.
Lis�ng Statement and Cau�on
Further details about the Proposed Transac�on and the Resul�ng Issuer will be provided in the Lis�ng Statement. Investors are cau�oned that, except as disclosed in the Lis�ng Statement, any informa�on released or received with respect to the Proposed Transac�on may not be accurate or complete and should not be relied upon.
Trading in Pursuit Shares
Trading in the common shares of the Company will be halted as a result of this announcement. Trading in the common shares will remain halted pending the review of the Proposed Transac�on by the CSE. There can be no assurance that trading in the common shares will resume prior to the comple�on of the Proposed Transac�on.
Further details about the Resul�ng Issuer, including financial informa�on and details on the management and directors, will be included in the Lis�ng Statement and in subsequent news releases and other public filings, all of which will be available for review under the Company's profile on www.sedar.com.
The CSE has in no way passed upon the merits of the Proposed Transac�on and has neither approved nor disapproved the contents of this news release.
About Pursuit Gold Corp.
Pursuit Gold Corp. is a mineral resource company engaged in the acquisi�on, explora�on and if warranted development of mineral resource proper�es of merit.
About South American Lithium Corp.
Pursuit Gold Corp. is a private is a mineral explora�on company focused on explora�on for lithium resources in Argen�na. Its material property is its interest in the El Quemado Project, comprised of 46 mining concessions (minas) located in Salta Province, Argen�na that are being explored for lithium mineraliza�on.
On behalf of the Board of Directors,
Kostan�nos Sakarellos President 604-973-0579
Forward-Looking Informa�on and Statements
This news release contains forward-looking statements or informa�on (collec�vely referred to herein as "forward-looking statements"). Such statements are subject to risks and uncertain�es that may cause actual results, performance or developments to differ materially from those contained in the statements and are not guarantees of the future performance of the Company or SALi or the Resul�ng Issuer. No assurance can be given that any of the events an�cipated by the forward-looking statements will occur or, if they do occur, what benefits the Resul�ng Issuer will obtain from them. These forward-looking statements reflect management's current views and are based on certain expecta�ons, es�mates and assump�ons which may prove to be incorrect.
The forward-looking informa�on and forward-looking statements contained in this news release include, but are not limited to, statements regarding: the Company's ability to complete the Proposed Transac�on; the ability of the Resul�ng Issuer to carry out the business of SALi; the ability of SALi to complete the SALi Private Placement; the ability of SALi and the Company to file the Lis�ng Statement; and the Resul�ng Issuer's ability to achieve a lis�ng on the CSE and the �ming for all or any of the foregoing.
These statements involve known and unknown risks, uncertain�es and other factors, many of which are outside the Company’s control and which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the poten�al inability of the Company or the Resul�ng Issuer to con�nue as a going concern; risks associated with poten�al governmental and/or regulatory ac�on with respect to the SALi's opera�ons; the Company's inability to complete the Proposed Transac�on; the inability of the Resul�ng Issuer to carry out the business of SALi; the inability of SALi to complete the SALi Private Placement; the ability of SALi and the Company to file the Lis�ng Statement; and the risks associated with the Resul�ng Issuer's ability to meet CSE lis�ng guidelines.
Readers are cau�oned not to place undue reliance on forward-looking statements for the reasons outlined above, as the expecta�ons in the forward looking statements may prove to be incorrect, and actual results may differ materially from those an�cipated.