Great Quest Fertilizer Ltd (TSXV:GQ) (“the Company”) is pleased to
provide an update for shareholders on developments within the
Company during the trading halt required by the Change of Business
(“COB”) process.
The COB Transaction
Great Quest continues to work through the COB
process as outlined by the TSX Venture. Upon completion of an audit
and approval of the information circular it will be shared with
shareholders who will vote on the transaction. Approval of the
transaction and the change of business by shareholders will allow
the acquisition of INCajou to close and the shares of Great Quest
to resume trading.
GQ has learned that the cash nature of the
cashew processing business, and the accounting of the inventories
has complicated the necessary audit of INCajou. The recommendation
of the auditors has been to delay the audit and resume after a full
cycle of operation, in June 2020. The TSX Venture has agreed to
this scenario and has been amenable to working with us throughout
the process.
Concurrent Financing
The purchase agreement for INCajou between Bruce
McKean and GQ remains in place. Concurrent with the closing of the
COB Transaction, the Company is working alongside Akon Legacy
Ventures (“ALV”) of securing financing for the 2020-2021 cashew
processing year as referenced in the Press Release dated November
25, 2019 (GQ Executes Definitive Agreement to Acquire 1184700 BC
Ltd.)
Trading Halt
Trading in the common shares of the Company
remains halted. Trading is expected to remain halted until the
audits are complete, and the COB reinstated.
Board Composition and
Management
The Company today also announces the resignation
of CFO, Jayram Hosanee, following the resignation of directors
Bruce McKean and Salma Seetaroo (see press release dated January
16, 2020). The Board of Directors and Management of Great
Quest wish to thank Mr. Hosanee for his tremendous contributions to
the Company since 2012.
Ms. Seetaroo has also resigned from her post as
VP Finance of GQ. As part of an operating agreement between INCajou
and GQ, Salma Seetaroo and Jayram Hosanee were responsible for the
management of INCajou. The resignations remove the appearance of
conflicts of interest between INCajou and GQ going forward.
INCajou has therefore terminated its operating agreement. The
personnel changes shall not affect the purchase agreement in place
and consummation of the proposed merger remains the only planned
course of action.
The Company today also announces Paul Bozoki,
CPA, MBA, has been appointed Interim Chief Financial Officer
following the resignation of Jayram Hosanee.
Cautionary Note
Completion of the COB Transaction is subject to
a number of conditions, including but not limited to, Exchange
acceptance and disinterested shareholder approval. The COB
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the COB Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular to be prepared in
connection with the COB Transaction, any information released or
received with respect to the COB 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 Exchange has in no way passed upon the
merits of the proposed COB Transaction and has neither approved nor
disapproved the contents of this news release.
About Great Quest
Great Quest Fertilizer Ltd. is a Canadian
agribusiness company focused on the development of African
agricultural mineral projects for local production of farm ready
fertilizers. The Company’s flagship asset is the Tilemsi Phosphate
Project, encompassing 1,206 km² in northeastern Mali, containing
high quality phosphate resources amenable to use as direct
application fertilizer. Great Quest is listed on the TSX Venture
Exchange under the symbol GQ, and the Frankfurt Stock Exchange
under the symbol GQM.
ON BEHALF OF THE BOARD OF DIRECTORS OF GREAT
QUEST FERTILIZER LTD.
“Jed Richardson”
President, Chief Executive Officer and
Director
Disclaimer for Forward-Looking
Information
This press release contains forward-looking
statements and information that are based on the beliefs of
management and reflect the Company’s current expectations. When
used in this press release, the words "estimate", "belief",
"anticipate", "intend", "expect", "plan", "may" or "should" and the
negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the business plans of
the Company and INCAJOU, the Concurrent Financing, the COB
Transaction (including Exchange approval and the closing of the COB
Transaction) and the board of directors and management of the
Company upon completion of the COB Transaction. Such statements and
information reflect the current view of the Company. Risks and
uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and
information.
By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the
following risks:
- 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. In particular, the amount raised may be
significantly less than the amounts anticipated as a result of,
among other things, market conditions and investor behavior;
- there is no assurance that the Company will obtain all
requisite approvals for the COB Transaction, including the approval
of the Company’s disinterested shareholders, or the approval of the
Exchange for the COB Transaction and the resulting creation of the
new Control Person (which may be conditional upon amendments to the
terms of the COB Transaction);
- following completion of the COB Transaction, the Company may
require additional financing from time to time in order to continue
its operations. Financing may not be available when needed or on
terms and conditions acceptable to the Company;
- new laws or regulations could adversely affect the Company’s
business and results of operations;
- the stock markets have experienced
volatility that often has been unrelated to the performance of
companies. These fluctuations may adversely affect the price of the
Company’s securities, regardless of its operating performance.
There are a number of important factors that
could cause the Company’s actual results to differ materially from
those indicated or implied by forward-looking statements and
information. Such factors include, among others: currency
fluctuations; limited business history of the Company, Privco and
INCAJOU; disruptions or changes in the credit or security markets;
results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses,
fluctuations in commodity prices, and general market and industry
conditions.
The Company cautions that the foregoing list of
material factors is not exhaustive. When relying on the Company’s
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The Company
has assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking statements and
information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is subject
to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION
CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE
COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS
SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE
IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON
THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT
TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
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 press release.
For more information:
Please call Jed Richardson at 1-877-325-3838 or email info@greatquest.com
Great Quest Fertilizer (TSXV:GQ)
Historical Stock Chart
From Apr 2024 to May 2024
Great Quest Fertilizer (TSXV:GQ)
Historical Stock Chart
From May 2023 to May 2024