TSXV: YSK.P
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Sept. 26, 2024 /CNW/ – Space Kingdom Digital Capital Corp. (the “Company”), a capital pool company (“CPC”) listed on the TSX Venture Exchange Inc. (the “TSXV”), is pleased to announce that it has entered into a non-binding letter of intent dated September 25, 2024 (the “Letter of Intent”) with Supchalernphunmai Mining Sole Co., Ltd (“Supcha Mining”), an arm’s length mining company incorporated in Laos. Supcha Mining currently holds mining and processing licenses in connection with the Supchalernphunmai Mine located in the Houaphanh Province of eastern Laos.
The Letter of Intent sets forth the basic terms and conditions upon which the Company and Supcha Mining will combine their business operations resulting in a reverse takeover of the Company by Supcha Mining and its shareholders (the “Proposed Transaction”), which is intended to constitute the Company’s “Qualifying Transaction”, as such term is defined in the TSXV Policy 2.4 – Capital Pool Companies (“Policy 2.4”), resulting in the combination of the Company and Supcha Mining (the “Resulting Issuer”). Upon completion of the Proposed Transaction, and subject to receipt of all requisite approvals, it is anticipated that the Resulting Issuer’s common shares (the “Resulting Issuer Shares”) will be listed and posted for trading on the TSXV as a Tier 2 Mining Issuer and will carry on the business of Supcha Mining.
Pursuant to the Proposed Transaction, the Company, or a subsidiary thereof, is proposing to acquire all of the issued and outstanding common shares of Supcha Mining, in exchange for common shares of the Company, at an exchange ratio to be determined upon the completion of further legal, financial, and operational due diligence.
About the Supcha Mining
Supcha Mining is a company incorporated in Laos and holds mining and processing licenses in connection with the Supchalernphunmai Mine located in the Houaphanh Province of eastern Laos. The production process of Supcha Mining involves all aspects of the mining value chain, from exploration, planning and building, mining the mineral, processing and blending, and finally shipping and selling the material to various countries. Supcha Mining aims to utilize efficient mining and processing techniques that enable low cost of production while seeking to maintain internationally recognised standards for safety and environmental management.
The Transaction
The acceptance of the Letter of Intent is being followed by good faith negotiations of definitive documentation (the “Definitive Agreement”), among the parties setting forth the detailed terms of the Proposed Transaction, including market valuation which shall be used to determine the final percentages of the issued and outstanding Resulting Issuer Shares that will be represented by shareholders of Space Kingdom and Supcha Mining, at the closing of the Transaction. The Definitive Agreement will replace the Letter of Intent and will include the basic understandings set out in the Letter of Intent and such other terms and conditions as are customary for transactions of similar nature and magnitude of the Proposed Transaction. The Proposed Transaction is intended to proceed by way of three-cornered amalgamation or such other transaction structure as the parties may determine after receipt by the parties of such tax, corporate and securities law advice as each party may receive from their respective advisors. Additional information respecting the structure and valuation will be provided in subsequent press releases, once available.
The Proposed Transaction is not anticipated to be a “Non-Arm’s Length Qualifying Transaction”, as that term is defined in Policy 2.4 and consequently, it is expected that the Proposed Transaction will not be subject to approval by the Company’s shareholders.
The shares of the Resulting Issuer issued to Principals (within the meaning of the TSXV’s policies) of the Resulting Issuer will be subject to escrow restrictions in accordance with the TSXV’s policies. In addition, the shares of the Resulting Issuer issued to other shareholders of Supcha Mining may be subject to resale restrictions as required by the TSXV’s policies.
Closing of the Proposed Transaction is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the TSXV, and satisfaction of other customary closing conditions, as well as completion of the Concurrent Financing (discussed below). The Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Concurrent Financing
The Proposed Transaction is subject to completion of a private placement financing (the “Concurrent Financing”) for aggregate gross proceeds of such amount as required in order to meet the listing requirements under the policies of TSXV. The securities issued pursuant to the Concurrent Financing will be immediately exchanged on closing of the Transaction for shares of the Resulting Issuer at the exchange ratio as may be mutually agreed upon between the Company and Supcha Mining. The final terms as to the structure of the Concurrent Financing and any commission and/or finder’s fees are subject to the final agreement between the Company and Supcha Mining and will be provided in subsequent news releases.
Sponsorship
The Proposed Transaction is subject to the sponsorship requirements of the TSXV unless a waiver from those requirements is granted. The Company intends to apply for a waiver from the sponsorship requirements; however, there can be no assurance that a waiver will be obtained. If a waiver from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Proposed Transaction should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion. Additional information respecting sponsorship will be provided once available.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, the Company intends to file an information circular/filing statement on its issuer profile on SEDAR+ (www.sedarplus.com), which will contain relevant details regarding the Proposed Transaction, the Company, Supcha Mining, and the Resulting Issuer.
Additional Information
Additional information concerning the Proposed Transaction, Concurrent Financing, finders’ fee or commission, details of any financing arrangement, deposits, advances or loan, as applicable, the Company, Supcha Mining and the Resulting Issuer, including financial information of Supcha Mining and the proposed board and management of the Resulting Issuer, will be provided in subsequent news releases, including at the time of execution of the Definitive Agreement, and, as applicable, in Space Kingdom’s management information circular to be filed in connection with the Transaction, which will be available under Space Kingdom’s SEDAR+ profile at www.sedarplus.ca.
Trading in the common shares of the Company has been halted in connection with the announcement of the Proposed Transaction. The Company expects that trading will remain halted pending closing of the Proposed Transaction, subject to the earlier resumption upon the TSXV’s acceptance of the Proposed Transaction and the filing of required materials in accordance with the policies of the TSXV.
About Space Kingdom Digital Capital Corp.
The Company is designated as a Capital Pool Company under Policy 2.4. The Company has not commenced commercial operations and has no assets other than cash. The purpose of the Offering is to provide the Company with funds to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction (as defined in the policies of the TSXV). Any proposed Qualifying Transaction must be approved by the TSXV and, in the case of a non-arm’s length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, the Company will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.
Reader Advisory
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and if applicable, majority of 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 the Company should be considered highly speculative. The TSXV has not in any way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words ”anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, “potential” and similar expressions are intended to identify forward looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Forward looking statements in this news release include statements regarding the Letter of Intent and the extent to which such terms will be reflected ‘as is’ in the Definitive Agreement; the Definitive Agreement, including the final terms to be included therein and the timing of signing such agreement, if it is to occur at all, the Proposed Transaction, including the intended structure thereof, the relative ownership of the Resulting Issuer as between the Company and Supcha Mining, its status as a Non-Arm’s Length Qualifying Transaction,” and the success or commercial viability of the Resulting Issuer on the completion thereof, if such Proposed Transaction is to complete at all; the name change; TSXV Sponsorship, and the Company’s ability to obtain a waiver to the requirement to obtain; the Filing Statement, including the contents and timing of filing; the Concurrent Financing and the effect this may have on the ownership structure of the Resulting Issuer, the payment of any finders’ fees or commissions, and the timing of closing, if it is to close at all; and the trading halt, including the lifting thereof.
The forward-looking statements are based on current expectations, assumptions, estimates, forecasts, projections, analysis and opinions of management made considering its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. The material factors and assumptions used to develop the forward-looking statements contained in this news release include, but are not limited to: general business, economic and political conditions; the Company’s ability to successfully execute its plans and intentions in connection with the Qualifying Transaction; and market competition.
The forward-looking statement involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, without limitation a downturn in general economic conditions; the speculative nature of the Common Shares; until Completion of the Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions; the Company has only limited funds with which to identify and evaluate proposed Qualifying Transactions and there can be no assurance that the Company will be able to close the Proposed Transaction; completion of the Qualifying Transaction is subject to a number of conditions including acceptance by the TSXV and, in the case of a “Non Arm’s Length Qualifying Transaction”, “Majority of the Minority Approval” (as such terms are defined in the policies of the TSXV); upon public announcement of the Proposed Transaction, trading in the Common Shares will be halted and will remain halted for an indefinite period of time; and the other risks described in the Company’s publicly filed disclosure.
Management has provided the above summary of risks and assumptions related to forward-looking statements in this news release in order to provide readers with a more comprehensive perspective on the Company’s future operations. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward-looking statements are made as of the date of this news release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
SOURCE Space Kingdom Digital Capital Corp.
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