Silvermet Inc. Announces Merger
TORONTO, ON: Silvermet Inc. (“Silvermet”) (TSXV:SYI) is pleased to announce the completion of its previously announced amalgamation (the “Amalgamation”) with Global Atomic Fuels Corporation (“Global Atomic”) and the subsequent consolidation of share capital (the “Consolidation”) and name change of Silvermet, all as approved at the Annual & Special Meetings of Shareholders of Global Atomic and Silvermet held September 29, 2017 (collectively, the “Transaction”).
Immediately prior to the Amalgamation, Global Atomic completed a concurrent financing of $1.459 million through the issuance and sale of a total of 5,836,000 Global Atomic units under a brokered private placement offering (the “Concurrent Financing”) led by Cantor Fitzgerald Canada Corporation (“Cantor Fitzgerald”). Units were priced at $0.25 and consisted of one common share of Global Atomic (a “Global Share”) and one-half of one common share purchase warrant of Global Atomic exercisable at $0.50 per whole warrant (a “Global Warrant”) for a period of 18 months following closing of the Transaction. Unit pricing is equivalent to $0.116 per Silvermet common share on a pre-Consolidation basis.
In accordance with the terms of the Amalgamation, Global Atomic shareholders (other than Silvermet, whose Global Shares were cancelled pursuant to the Amalgamation) received 2.147 pre-Consolidation common shares of Silvermet for each Global Share held (the “Exchange Ratio”). Of the total 154,608,564 Silvermet common shares issued to Global Atomic shareholders in accordance with the terms of the Amalgamation, 142,078,672 Silvermet common shares were issued to former Global Atomic shareholders and 12,529,892 Silvermet common shares were issued to new Global Atomic shareholders who purchased Global Shares in the Concurrent Financing.
Under the Concurrent Financing, 2,918,000 Global Warrants were issued, which, pursuant to the Amalgamation, were exchanged for 6,264,946 Silvermet warrants exercisable at $0.233 per Silvermet common share on a pre-Consolidation basis. The previously outstanding 3,709,337 Global Atomic warrants (“Global Existing Warrants”) were converted to 7,963,947 pre-Consolidation Silvermet warrants based on the Exchange Ratio, exercisable at $0.737 per Silvermet common share on a pre-Consolidation basis for a period of 24 months from the first day of trading following the closing of the Transaction.
Prior to the Amalgamation, there were 142,104,716 Silvermet common shares outstanding. Upon completion of the Amalgamation, including the completion of the Concurrent Financing, there were 296,713,280 Silvermet common shares outstanding on a pre-Consolidation basis. Immediately following the completion of the Amalgamation, Silvermet effected a name change and is now legally known as “Global Atomic Corporation” and will trade on the TSX Venture Exchange under the stock symbol “GLO”. Immediately following the Amalgamation, Silvermet also completed the Consolidation on a 2.75:1 basis (the “Consolidation Ratio”), resulting in 107,895,738 common shares of Silvermet currently issued and outstanding, of which 51,664,972 are held by former Global Atomic Shareholders, 4,556,324 were issued to investors under the Concurrent Financing, and 51,674,442 are held by former Silvermet shareholders.
Factoring in the Consolidation Ratio, former Global Atomic shareholders (including purchasers in the Concurrent Financing) have ultimately received 0.7807 post-Consolidation common shares of Silvermet for each Global Share held. Global Atomic warrant holders also ultimately received 0.7807 Silvermet warrants for each Global Existing Warrant. The Global Warrants have ultimately been converted into an aggregate of 2,278,162 Silvermet warrants, each exercisable at $0.64 per post-Consolidation Silvermet common share. The Global Existing Warrants have been adjusted in accordance with their terms and are now exercisable for an aggregate of 2,895,981 post-Consolidation Silvermet common shares at an exercise price of $2.028 per post-Consolidation Silvermet common share.
Fees payable to the agent on the Concurrent Financing consisted of a cash payment of $38,930 and 334,331 Silvermet warrants on a pre-Consolidation basis, exercisable at a price of $0.14 per pre-Consolidation Silvermet common share for a period of 18 months from Closing. After effecting the Consolidation, there are an aggregate of 121,575 such Silvermet warrants issued and outstanding, each exercisable at a price of $0.384 per post-Consolidation Silvermet common share. A financial advisory fee is also payable based on the trading price of Silvermet post Transaction, with half payable in cash and half in shares.
As described in Silvermet’s Management Information Circular dated September 1, 2017, two new directors, George Flach and Paul Cronin, were added to the Board upon completion of the Transaction, subject to TSX Venture Exchange approval.
The Company’s transfer agent, TSX Trust Company, is acting as Depositary Agent to facilitate the exchange of securities as described above. Letters of Transmittal were included in mailings to shareholders for the Annual General and Special Meetings referenced above.
The Common Shares are expected to begin trading on a consolidated basis and under the Company’s new name of Global Atomic Corporation on the TSX Venture Exchange at the opening on December 27, 2017. The Company’s new trading symbol is GLO. The new CUSIP number will be 37957M106 and the ISIN number will be CA37957M1068.
For further information, please contact:
Stephen G. Roman
Chairman, President & CEO
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“Neither the 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.”
Caution concerning forward-looking statements: The information in this release may contain forward-looking information under applicable securities laws. Forward-looking statements in this news release include, but are not limited to, information relating to the timing and completion of an Offering and a Transaction involving Silvermet. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Factors that may cause actual results to vary include, but are not limited to, inaccurate assumptions concerning the exploration for and development of mineral deposits, political instability, currency fluctuations, unanticipated operational or technical difficulties, changes in laws or regulations, the risks of obtaining necessary licenses and permits, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing. In particular, there can be no assurance that the Offering or the Transaction will be completed on terms satisfactory to Silvermet, if at all. Readers are cautioned not to place undue reliance on this forward-looking information. Silvermet does not assume the obligation to revise or update his forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events except as may be required under applicable securities laws. The information in this news release includes the following non-IFRS financial measure: EBITDA. These financial measures does not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers.