/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
VANCOUVER, May 27, 2019 /CNW/ - Further to the joint
press release dated May 8, 2019,
Colorado Resources Ltd. (TSXV: CXO) ("Colorado") and Buckingham
Copper Corp. ("Buckingham") are pleased to announce that they have
received over $2.5 million in
financing commitment letters with respect to the subscription
receipt private placement of Buckingham (the "Concurrent Financing") being
undertaken jointly with the proposed acquisition by Colorado of Buckingham (the "Proposed Transaction").
Concurrent Subscription Highlights
- Minimum Financing Commitments Received. Buckingham has received over $2.5 million in financing commitments for the
Concurrent Financing, satisfying one of the conditions under the
terms of the non-binding letter of intent between Buckingham and Colorado ("LOI") to advance the Proposed
Transaction.
- Financing Terms. Buckingham's commitment letters for the
Concurrent Financing include both $1
million in Hard Dollar Subscription Receipts and over
$1.5 million in Flow Through
Subscription Receipts:
-
- Hard Dollar Subscription Receipts: Buckingham subscription receipts
("Units") for minimum aggregate proceeds of $1,000,000, priced at $0.085. Upon closing of the Proposed Transaction,
each Unit will be exchanged for a unit of Colorado, at a deemed price of $0.085, consisting of one Colorado share and one-half of one common
share purchase warrant of Colorado
(each whole share purchase warrant, a "Colorado Warrant").
Each Colorado Warrant shall be exercisable for three years into one
Colorado Share at a price of $0.12
per Colorado Share subject to adjustment in certain events.
- Flow Through Subscription Receipts: Buckingham flow-through subscription receipts
("Flow-Through Units") for minimum aggregate proceeds
of $1,500,000, priced at $0.12. Upon closing of the Proposed Transaction,
each Flow-Through Unit will be exchanged for a unit of Colorado, at a deemed price of $0.12, consisting of one Colorado share issued on a flow-through basis
(a "Flow-Through Share") and one-half of one common share
purchase warrant of Colorado (each
whole share purchase warrant, a "Colorado FT Warrant"). Each
Colorado FT Warrant shall be exercisable for three years into one
Colorado Share at a price of $0.15
per Colorado Share subject to adjustment in certain events and an
acceleration clause.
- Next Milestones. Colorado and Buckingham are continuing with due diligence,
drafting of the Definitive Agreement, and the various regulatory
and contractual milestones related to concluding the Proposed
Transaction.
The Proposed Transaction, including the Concurrent Financing, is
subject to a range of conditions, including, but not limited to,
Buckingham and Colorado entering into a definitive agreement
relating to the Proposed Transaction (the "Definitive Agreement")
containing detailed terms and conditions, including representations
and warranties non-solicitation covenants, board support and
fiduciary-out provisions all customary for transactions of this
nature, and receipt of all necessary regulatory and shareholder
approvals.
The entering into of the Definitive Agreement is subject to,
among other things, completion of the parties' respective due
diligence and approval of the Boards of Colorado and Buckingham. There is no certainty that the
parties will be able to conclude the Proposed Transaction or
Concurrent Financing. The LOI is non-binding and neither
Colorado nor Buckingham is under any obligation to enter
into, or continue negotiations regarding, the Definitive Agreement
or to proceed with the Proposed Transaction. Other than as
specifically set out in the LOI, no binding agreement will exist
between Colorado and Buckingham relating to the Proposed
Transaction unless and until the Definitive Agreement has been
finalized and executed.
ABOUT COLORADO
Colorado Resources Ltd. is currently engaged in the business of
mineral exploration for the purpose of acquiring and advancing
mineral properties located in the "Golden Triangle" British
Columbia. The Company's main exploration projects within
British Columbia include KSP,
North ROK, Kingpin and Kinaskan-Castle.
ABOUT BUCKINGHAM
Buckingham Copper Corp. is an unlisted public reporting Canadian
exploration company focused on exploring and developing its
Sofia and Moat Properties. The
Properties are located in the Toodogone and Golden Triangle
districts respectively, in British
Columbia. For additional information please visit
www.sedar.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF BUCKINGHAM COPPER CORP.
"Joseph Mullin"
Joseph
Mullin
Chief Executive Officer
ON BEHALF OF THE BOARD OF DIRECTORS OF COLORADO RESOURCES LTD.
"Robert Shaw"
Robert
Shaw
President and Chief Executive Officer
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This
press release contains forward-looking statements. Forward-looking
statements involve known and unknown risks, uncertainties and
assumptions and accordingly, actual results and future events could
differ materially from those expressed or implied in such
statements. You are hence cautioned not to place undue reliance on
forward-looking statements. All statements other than statements of
present or historical fact are forward-looking statements,
including statements with respect to the Letter of Intent and the
likelihood that the definitive agreement(s) will be entered into
and that Proposed Transaction will be consummated on the terms and
timeline provided herein or at all, the benefits of the Proposed
Transaction to Colorado and
Buckingham and the receipt of all
required approvals including without limitation the shareholders of
Buckingham and applicable
regulatory authorities and applicable stock exchanges.
Forward-looking statements include words or expressions such as
"proposed", "will", "subject to", "near future", "in the event",
"would", "expect", "prepared to" and other similar words or
expressions. Factors that could cause future results or events to
differ materially from current expectations expressed or implied by
the forward-looking statements include general business, economic,
competitive, political and social uncertainties; the state of
capital markets; risks relating to (i) the preliminary and
non-binding nature of the LOI, (ii) the ability of the parties to
satisfy the conditions precedent to the execution of any definitive
agreement(s) or to ultimately agree on definitive terms, (iii) the
impact on the respective businesses, operations and financial
condition of Buckingham and
Colorado resulting from the
announcement of the Proposed Transaction and/or the failure to
enter into definitive agreement(s) or to complete the Proposed
Transaction on terms described or at all, (iv) a third party
competing bid materializing prior to the effective date of any
definitive agreement(s) or the completion of the Proposed
Transaction, (v) delay or failure to receive board, shareholder
regulatory or court approvals, where applicable, or any other
conditions precedent to the completion of the Proposed Transaction,
(vi) unforeseen challenges in integrating the businesses of
Buckingham and Colorado, (vii) failure to realize the
anticipated benefits of the Proposed Transaction, (viii) other
unforeseen events, developments, or factors causing any of the
aforesaid expectations, assumptions, and other factors ultimately
being inaccurate or irrelevant; and other risks described in
Colorado's and Buckingham's documents filed with Canadian
securities regulatory authorities. You can find further information
with respect to these and other risks in filings made by
Colorado and Buckingham with the Canadian securities
regulatory authorities and available at www.sedar.com. Colorado's documents are also available on
their website at www.coloradoresources.com, and Buckingham's documents are also available at
www.buckinghamcopper.com. We disclaim any obligation to update or
revise these forward-looking statements, except as required by
applicable law.
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.
Not for distribution to U.S. Newswire Services or for
dissemination in the United States
of America. Any failure to comply with this restriction may
constitute a violation of U.S. Securities laws.
SOURCE Buckingham Copper Corp.