Aardvark Capital Enters into Letter of Intent for Qualifying Transaction with Nevada-based Gold Explorer – Stocks News Feed

Toronto, Ontario–(Newsfile Corp. – July 16, 2021) – Aardvark Capital Corp. (TSXV: ACCA.P) (“Aardvark” or the “Company“) and 2766604 Ontario Ltd. (“GoldCo” or the “Target“) are pleased to announce that they have entered into a non-binding letter of intent dated July 15, 2021 (the “LOI“), pursuant to which Aardvark and GoldCo intend to complete a business combination or other similarly structured transaction which will constitute a reverse take-over of Aardvark (the “Transaction“). It is intended that the Transaction will be an arm’s length “Qualifying Transaction” for Aardvark, as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “TSXV“). The completion of the Transaction is targeted for the Fall of 2021.

About GoldCo

GoldCo is a private company domiciled in Ontario which has the option to acquire a 100% interest in the “FAD Property” (the “Property”) located on the Eureka-Battle Mountain trend in Nevada, USA. The Property is host to the high-grade poly-metallic FAD Deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. There has been no modern-day exploration or drilling completed on the Property since the 1950s.

Nevada accounts for nearly 80% of annual gold production in the United States and was ranked as a tier one jurisdiction by the Fraser Institute. The Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.

About Aardvark

Aardvark is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV having been incorporated under the Business Corporations Act (Ontario) on January 29, 2021. Aardvark has no commercial operations and no assets other than cash.

The Transaction

There are no relationships between any non-arm’s length party of Aardvark and the Target or its assets, and the Transaction will be an arm’s length transaction.

Pursuant to the terms of the LOI, Aardvark and GoldCo are expected to negotiate with a view to entering into a binding definitive agreement (the “Definitive Agreement“) incorporating the principal terms of the Transaction as described in the LOI. The terms and conditions outlined in the LOI are non-binding on the parties, and the LOI is expected to be superseded by the Definitive Agreement. A comprehensive news release will be issued by Aardvark and GoldCo setting out the terms of the Transaction, which shall include information about Aardvark upon closing of the Transaction and a proposed financing to be undertaken by GoldCo in connection with the Transaction (the “Concurrent Financing“).

Qualified Person

Matthew J. Rhoades, CPG, RG of Rhoades Associates, LLC, a “Qualified Person” under National Instrument 43-101 – Standards of Disclosure for Mineral Projects, has reviewed and approved the scientific and technical disclosure contained in this press release.

Cautionary Note Regarding Forward Looking Information

This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

More particularly and without limitation, this press release contains forward-looking statements concerning the Transaction (including the entering into, if at all, of the Definitive Agreement, and the timing of the closing of the Transaction), and the Concurrent Financing. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that: the Concurrent Financing will be launched and completed on acceptable terms; all applicable shareholder, and regulatory approvals for the Transaction will be received; and that the Transaction will be completed on mutually acceptable terms and within a customary timeframe for transactions of this nature. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive board, shareholder or regulatory approvals; and general business, economic, competitive, political and social uncertainties. There can be no certainty that the Transaction will be completed on the terms set out in the LOI or at all. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.

For further information contact:

Zachary Goldenberg
[email protected]

Not for distribution to United States newswire services or for dissemination in the United States. This news 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

All information provided in this press release relating to the Target has been provided by management of the Target and has not been independently verified by management of the Company. As the date of this press release, the Company has not entered into the Definitive Agreement, and readers are cautioned that there can be no assurances that the Definitive Agreement will be executed.

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, 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.


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