YUKOTERRE RESOURCES INC. (“
Yukoterre”) (CSE:YT),
is pleased to announce that further to the press release dated
August 25, 2020 announcing the amalgamation agreement entered into
with FlyOverture Equity Inc., operating as Silo Wellness
(“
Silo”), and 1261466 BC Ltd. (“
Yukoterre
Subco”), a wholly-owned subsidiary of Yukoterre (the
“
Amalgamation Agreement”), Yukoterre and Silo have
entered into an amendment to the Amalgamation Agreement (the
“
Amending Agreement”) to, among other things,
amend certain deadlines and dates in the Amalgamation Agreement.
Completion of the transactions contemplated in the Amalgamation
Agreement will result in the reverse takeover of Yukoterre by Silo
(the “
Proposed Transaction”).
In connection with the Proposed Transaction,
Silo plans to complete a “best-efforts” brokered private placement
of subscription receipts of Silo (the “Subscription
Receipts”) with a syndicate of agents led by Canaccord
Genuity Corp. (the “Lead Agent”) and including
Gravitas Securities Inc. (together with the Lead Agent, the
“Agents”) to raise up to $2.5 million, with an
option for the Agents to raise up to an additional $0.5 million
(the “Concurrent Financing”). The gross proceeds
of the Concurrent Financing, less 50% of the Agents’ cash
commission and the corporate finance fee (as both are described
below) as well as certain expenses of the Agents, will be deposited
in escrow on the closing date of the Concurrent Financing until the
satisfaction of certain release conditions, including that all
conditions precedent to the Proposed Transaction have been
satisfied or waived, other than the release of the escrowed funds
(the “Release Conditions”).
Upon the satisfaction of the Release Conditions,
each Subscription Receipt will convert into one unit of Silo (“a
“Silo Unit”), which will consist of one common
share in the capital of Silo (a “Silo Share”) and
one half of one common share purchase warrant in the capital of
Silo (each whole warrant, a “Silo Warrant”),
without payment of any additional consideration or further action
on the part of the holder thereof. Each Silo Warrant will be
exercisable to acquire one Silo Share at a price of $0.33, until
the date that is 24 months following the date of satisfaction
and/or waiver of the Release Conditions. At the effective time of
the Proposed Transaction, each Silo Share will be exchanged for one
common share of the issuer resulting from the completion of the
Proposed Transaction (the “Resulting Issuer”) and
each Silo Warrant will be exchanged for one common share purchase
warrant of the Resulting Issuer.
In consideration for the services to be rendered
by the Agents in connection with the Concurrent Financing, the
Agents will be entitled to receive (i) a cash commission equal to
8.0% of the aggregate gross proceeds of the Concurrent Financing
and (ii) compensation warrants (the “Compensation
Warrants”) exercisable to acquire such number of Silo
Units as is equal to 8.0% of the number of Subscription Receipts
issued as part of the Concurrent Financing. Each Compensation
Warrant will be exercisable to acquire one Silo Unit for a period
of 24 months following the date of satisfaction and/or waiver of
the Release Conditions. In connection with the closing of the
Proposed Transaction, the Compensation Warrants will be exchanged
for substantially similar securities of the Resulting Issuer. In
addition, the Lead Agent will receive a corporate finance fee equal
to that number of Subscription Receipts which is equal to 5.0% of
the aggregate number of Subscription Receipts issued pursuant to
the Concurrent Financing.
Further Information
A copy of the Amending Agreement may be obtained
at www.SEDAR.com under Yukoterre’s corporate profile.
Further details about the Proposed Transaction
and the Resulting Issuer will be provided in a CSE listing
statement to be prepared and filed by Yukoterre in respect of the
Proposed Transaction.
Investors are cautioned that, except as
disclosed in the CSE listing statement (or other disclosure
document prepared by Yukoterre) 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.
The CSE has in no way passed upon the merits of
the Proposed Transaction and has neither approved nor disapproved
the contents of this press release. All information contained in
this news release with respect to Silo and Yukoterre was supplied
by each party respectively for inclusion herein and each party has
relied on the accuracy of such information without independent
verification.
About Yukoterre
Yukoterre is engaged in the business of mineral
exploration and the acquisition of mineral property assets in the
Yukon Territory. Its objective is to locate and develop mineral
properties of merit and to conduct its exploration program on the
Division Mountain Property.
About Silo
Silo is a psychedelics company that focuses on
(1) the development and operation of an e-commerce sales platform
(www.SiloReboot.com) for functional mushroom tinctures; (2) the
establishment of supply chain, extraction, bottling, packaging,
order fulfillment relationships and infrastructure for functional
mushroom tinctures; (3) the development and formulation of a
patenting pending psilocybin nasal spray; and (4) the establishment
and operation of Jamaican psilocybin retreats
(www.SiloRetreats.com).
Further Information
For further information, please contact:
Yukoterre Resources Inc.Kenny ChoiChief
Executive OfficerTel: (416) 861-2262E-mail:
Kenny.choi@fmresources.ca
SiloMo YangChief Operations OfficerTel: 541-525-9190Web:
www.SiloWellness.com E-mail: mo.yang@silowellness.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning
of the 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 news 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 news release, forward-looking
statements relate, among other things, to: the Concurrent Financing
and the Proposed Transaction. 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 which 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: (a) that there is no assurance
that the parties hereto will obtain the requisite approvals for the
Proposed Transaction; (b) there is no assurance that the Concurrent
Financing will be completed or as to the actual offering price or
gross proceeds to be raised in connection with the Concurrent
Financing; (c) following completion of the Proposed Transaction,
the Resulting Issuer may require additional financing from time to
time in order to continue its operations which may not be available
when needed or on acceptable terms and conditions; (d) compliance
with extensive government regulation; (e) domestic and foreign laws
and regulations could adversely affect the Resulting Issuer’s
business and results of operations; (f) the stock markets have
experienced volatility that often has been unrelated to the
performance of companies and these fluctuations may adversely
affect the price of the Resulting Issuer's securities, regardless
of its operating performance; (g) adverse changes in the public
perception of psilocybin and nutraceutical products; (h) decreases
in the prevailing prices for psilocybin and nutraceutical products
in the markets that the Resulting Issuer will operate in; and (i)
the impact of COVID-19. 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
news release. Yukoterre assumes no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities from
Silo or Yukoterre in the United States. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
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