Latest Gardiner Roberts News
Jun 13, 2023
. Toronto, Ontario--(Newsfile Corp. - June 13, 2023) - Mandeville Ventures Inc. (TSXV: MAND.P) (the "Corporation" or "Mandeville"), a capital pool company listed on the TSX Venture Exchange ("TSXV"), has entered into a binding letter agreement with Sumer Resources Inc. ("Sumer") dated June 13, 2023 (the "Letter Agreement") in respect of a proposed business combination transaction pursuant to which Mandeville will acquire all of the issued and outstanding securities of Sumer (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will constitute the qualifying transaction of Mandeville in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual (the "CPC Policy") of the TSX Venture Exchange (the "TSXV"). The resulting company following the completion of the Proposed Transaction is referred to as the "Resulting Issuer". All currency references used in this news release are in Canadian currency unless otherwise noted. Sumer is a private mineral exploration company incorporated under the laws of the Province of British Columbia with 20 exploration licenses prospective for the discovery and exploitation of copper in Botswana and Namibia. Sumer holds 19 prospecting licenses covering an area of over 13,655 km2 within a historic regional copper belt in Botswana (the "Cuprum Project") and a 60% interest (with an option to acquire the remaining 40% interest) in a company holding a prospecting license covering over 149.55 km2 in Namibia, which includes a past producing copper mine operational in the 1950s (the "Kamanjab Project", and together with the Cuprum Project, the "Projects"). On its December 31, 2022 unaudited financial statements Sumer had total assets of $4,354,717, total liabilities of $419,791, and recorded a loss for the year ended December 31, 2022 of $3,382,829. Qualified Person Nico Scholtz is a consulting geologist to Sumer and has reviewed and approved the scientific and technical information in this news release. Mr. Scholtz is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No. 400299/07). Mr. Scholtz is Sumer's qualified person within the meaning of National Instrument 43-101 ("NI 43-101") - Standards of Disclosure for Mineral Projects. Summary of the Proposed Qualifying Transaction The Letter Agreement contemplates that Sumer and Mandeville will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before September 1, 2023 (the "Definitive Agreement"), pursuant to which it is anticipated that Mandeville will acquire all of the issued and outstanding Sumer common shares (the "Sumer Shares"), and shareholders of Sumer will receive Mandeville common shares (the "Mandeville Shares") in exchange for their Sumer Shares on a share-for-share basis (both as presently constituted or on a post-consolidation basis as otherwise provided for herein). The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. It is anticipated that the Resulting Issuer will continue the business of Sumer under the name "Sumer Resources Corp." or such other name to be determined by Sumer (the "Name Change"). It will also be a condition of the Proposed Transaction that Mandeville (i) continue from the laws of Ontario to the laws of British Columbia (the "Continuance"); and (ii) if requested by Sumer and provided that the Sumer Shares are consolidated on the same basis, consolidate its common shares on the basis of one (1) post-consolidated Mandeville Share for up to every ten (10) pre-consolidated Mandeville Shares (the "Mandeville Consolidation"). The business of the Resulting Issuer will be primarily focused on the exploration of the Projects. Certain Mandeville Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV. Cash finder's fee will also be payable by Mandeville to arm's length finders on the successful completion of the Proposed Transaction in the aggregate amount of CAD$58,100 (plus applicable taxes). The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Mandeville or Sumer; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change, Continuance and, if required, the Mandeville Consolidation and any other required corporate changes; completion of a NI 43-101 compliant technical report for the Projects; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction (as that term is defined in the CPC Policy) and, accordingly, is not expected to require the approval of Mandeville's shareholders. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 mining issuer on the TSXV, with Sumer as its operating subsidiary. Sumer Financings In connection with the Proposed Transaction, Sumer intends to complete: (i) a non-brokered working capital private placement of up to 4,700,000 Sumer Shares at a price of $0.15 for gross proceeds of up to $705,000; and (ii) a brokered private placement on terms to be negotiated but on a basis not less than $0.15 per Sumer Share as presently constituted (collectively, the "Sumer Financings"). The price per security will not be below the Discounted Market Price (as such term is defined in the policies of the TSXV). The brokered financing shall be structured as either a common share offering, a subscription receipt offering, or such other security offering as determined by Sumer based on discussions with brokers and investors. Other than in connection with the Sumer Financings, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Proposed Transaction. The proceeds of the Sumer Financings will be used to finance (i) exploration and other expenses relating to the Projects, (ii) cost of the Proposed Transaction; and (iii) the working capital requirements of the Resulting Issuer. Further particulars regarding the Sumer Financings will be disclosed in subsequent news releases relating to the Proposed Transaction. Any agent, finder or underwriter engaged in connection with the Sumer Financings will be entitled to receive compensation in an amount and form to be determined. The Proposed Transaction is not conditional upon the completion of either of the Sumer Financings. Summary of Proposed Directors, Officers and Insiders Upon completion of the Proposed Transaction, the Resulting Issuer's board and management will consist of the following persons: Daniel Baard, Chief Executive Officer and Director Rodger Roden, Chief Financial Officer and Director William Johnstone, Legal Counsel & Corporate Secretary Armando Farhate, Chief Operations Officer and Director Arno Brand, Chairman of the Board Peter Sheppeard, Director Daniel Baard CEO & Director Mr. Baard is an operationally oriented finance executive with extensive experience in logistics, contract mining, finance, administration, and public company accounting in diverse industries. He is a strategic leader with proven ability to streamline operations, impact business growth, and enhance profitability through achievements in finance management, cost and internal controls, productivity, and efficiency improvements. Mr. Baard is a CPA (Canada) / ACCA (Fellow, UK) who brings business, financial and analytical acumen to resolve complex problems creatively. He most recently served as the Chief Investment Officer for the Dukathole Group from December 2018 to May of 2021. He has wide-ranging experience as a CEO, COO and CFO, spanning several impressive projects including Supergroup Coal and Southern Seas Advisory Group. Rodger Roden CFO & Director Mr. Roden, CPA CA, has more than 35 years of industry experience, has worked as Vice President of Finance/Chief Financial Officer with public and private companies in a broad range of industries and has worked exclusively as a chief financial officer in the resource sector for the past eleven years. His experience includes all aspects of corporate finance, mergers and acquisitions, IT implementations, tax, business systems, and process analyses and implementation. Armando Farhate COO & Director Mr. Farhate's prior experience in the planning, engineering, research and development, processing, project management, sales, and marketing areas of the graphite mining industry make him the ideal candidate to fill the position of COO and Head of Copper Marketing & Sales. In past projects, he was responsible for quality management, environmental management, and implementing strategic and tactical planning. Mr. Farhate will oversee the completion of the processing plant at the Sumer project, as well as regular operations at the site. He will coordinate important decisions regarding processing. Mr. Farhate's experience provides an invaluable asset to the Sumer team regarding what he is able to accomplish as well as the broad network of contacts within the copper industry. Bill Johnstone Legal Counsel & Corporate Secretary Mr. Johnstone has been a partner at Gardiner Roberts LLP since February of 2005 practicing in the areas of securities and corporate law. He is the Practice Leader of the firm's Securities Law Group. Mr. Johnstone has been practicing law for over thirty (30) years. He is also a director and/or officer of five other TSX Venture Exchange listed companies and three Canadian Securities Exchange listed companies. Arno Brand Chairman of the Board Mr. Brand, is a Namibian entrepreneur with 14 years of experience working on major construction and mining projects in Africa. As an experienced commodity Trader/Broker with over a billion dollars in trades. Arno has been involved in numerous public transactions and company financings worth more than 200 million dollars. He has negotiated uranium off-take agreements on behalf of Soupamine with utilities providers around the world. Mr. Brand generated over 500 million dollars for shareholders in taking private companies public & has held various important roles in several companies over his career, including CEO, COO, Director, and Project Manager. Peter Sheppeard Director Mr. Sheppeard has a wide variety of experience in the mining and finance industries. He worked underground in coal mining for 10 years, spent 23 years in capital markets with 16 years as a founder and managing director of a boutique stockbroking firm based out of Australia and is active in the cryptocurrency market. Sheppeard also holds a Bachelor of Business majoring in Finance from Charles Sturt University in NSW, Australia. Dean Hanisch Director Mr. Hanisch is a serial entrepreneur starting up, advising, assisting, and selling private companies in a multiplicity of industries over the last 30 years. Dean is currently the Founder and President of Terpene Therapeutics Inc., a company involved in the research, development, and manufacture of nutraceutical products, and Founder of Multi Developments, an Ottawa-based developer of infill small scale multi-unit residential buildings. Dean holds a diploma in finance from Algonquin College, which he received in April of 1992. Information Concerning Mandeville Mandeville is a capital pool company and its common shares ("Common Shares") are listed for trading on the TSXV under the symbol "MAND.P". As at February 28, 2023 (unaudited), Mandeville had cash, net of liabilities, of approximately C$1,391,000. Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Mandeville will file a filing statement or a management information circular on its issuer profile on SEDAR ( www.sedar.com ), which will contain details regarding the Proposed Transaction, Sumer, the Projects, the Sumer Financings, and the Resulting Issuer. Sponsorship of Qualifying Transaction Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Mandeville intends to apply for an exemption from the sponsorship requirements. Reinstatement to Trading In accordance with the policies of the TSXV, the Mandeville shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction. For further information, please contact: Dean Hanisch p:(416) 561-4095 Information concerning Sumer, including the proposed directors of the Resulting Issuer, has been provided to the Corporation by Sumer for inclusion in this press release. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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. The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. Cautionary and Forward-Looking Statements This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to 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 statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of Sumer, information concerning the Projects, the commissioning of NI 43-101 compliant technical reports with respect to the Projects, the Sumer Financings; the proposed directors of the Resulting Issuer, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Mandeville assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change. To view the source version of this press release, please visit https://www.newsfilecorp.com/release/169815 Sign up for Alerts Sign up to receive news releases by email for Mandeville Ventures Inc. or all companies belonging to the Banking/Financial Services, Mining and Metals industries.
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