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.