Vancouver, British Columbia – TheNewswire - December 20, 2024: Solid Impact Investments Corp. (TSX-V: SOLI.P) (“Solid” or the “Company”) is pleased to announce that it has entered into an amalgamation agreement with BBG Metals Corp. (“BBG Metals”) and 1516563 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of Solid, dated December 18, 2024 (the “Amalgamation Agreement”) pursuant to which the Company proposes to acquire all of the issued and outstanding securities of BBG Metals by way of a three-corner amalgamation (the “Transaction”) as more particularly described in its news release dated July 15, 2024.

 

Under the terms of the Amalgamation Agreement, BBG Metals will amalgamate with Subco, and the Company will acquire all of the outstanding common shares of BBG Metals in exchange for common shares of the Company (the “Resulting Issuer Shares”) on the basis of one Resulting Issuer Share for every common share of BBG Metals. The deemed price of the Transaction is $0.10.

 

It is anticipated that the Company will change its name to “Galactic Gold Corp.” upon the completion of the Transaction (the “Resulting Issuer”).

 

The name of the amalgamated entity will be “Galactic Gold Holding Corp.”, and it will continue to subsist under the Business Corporations Act (British Columbia).

 

Prior to or concurrently with completion of the Transaction, BBG Metals intends to complete a non-brokered private placement equity financing (the “Concurrent Financing”) to raise gross proceeds of not less than $750,000, or such greater amount as is required to provide sufficient evidence of value for the purposes of Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the TSX Venture Exchange (the “TSXV” or “Exchange”), through the issuance, on a private placement basis, of at least 7,500,000 common shares in the capital of BBG Metals (the “Financing Shares”) at a price of $0.10 per Financing Share.

 

BBG Metals currently has 27,275,000 common shares issued and outstanding and has no options, warrants or other classes of securities outstanding.

 

The completion of the Amalgamation is subject to certain conditions precedent, including, but not limited to, the following:

 

• the shareholders of BBG Metals shall have duly approved the Transaction and the Amalgamation Agreement at BBG Metals’ Special Shareholder Meeting; 

 

• the name of the Company shall have been changed to Galactic Gold Corp.”, or such other name as is agreed to by the Company and BBG Metals (the “Name Change”); 

 

• the acceptance of the TSXV of the Transaction as Solid’s Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies of the TSXV Corporate Finance Manual); 

 

• BBG Metals shall have completed of the Concurrent Financing; and 

 

• dissenting shareholders of BBG Metals shall not have validly exercised dissent rights in respect of more than 5% of the outstanding common shares of BBG Metals. 

 

The Company is a Capital Pool Company and intends for the Transaction to constitute its Qualifying Transaction, as such terms are defined in the policies of the TSXV. In connection with the Company’s previous announcement of entry into a letter of intent in connection with the Transaction, trading in the Solid Shares was halted pursuant to the policies of the TSXV. Trading will remain halted until, among other things, Solid completes certain regulatory filings in connection with the Qualifying Transaction with the TSXV and the TSXV has completed certain matters it considers necessary or advisable.

 

It is anticipated that the Resulting Issuer will qualify as a Tier 2 Mining Issuer pursuant to the requirements of the TSXV.

 

In connection with the Transaction, the Company will be filing a filing statement on SEDAR+ along with a National Instrument 43-101 – Standards of Disclosure for Mineral Projects technical report on the Hardrock West Project, Beardmore-Geraldton Greenstone Belt, Thunder Bay Mining Division, Ontario, Canada, published for BBG Metals and Solid dated effective June 8, 2024 by Jason Arnold, P. Geo. of DCX Consulting. Investors are encouraged to review the filing statement on SEDAR+, which provides detailed information about the Transaction, the Resulting Issuer, the Company and BBG Metals, including the audited consolidated financial statements of BBG Metals for the years ended December 31, 2023, and 2022, and the unaudited interim financial statements of BBG Metals for the nine months ended September 30, 2024 which reflect that, as at September 30, 2024, BBG Metals had a net loss for the 2023 financial year of $626,789, a net loss for the nine months ended September 30, 2024 of $253,822, and total assets as of September 30, 2024 of $308,074.

 

Upon the closing of the Transaction, the board of directors and management of the Resulting Issuer will consist of the following individuals:

 

Kenneth Berry

Director, President & CEO

Mr. Berry is the former President & CEO of Northern Vertex Mining Corp., which brought into production the Moss Gold Mine in Arizona, and is the current Chairman of Kootenay Silver Inc. He is a proven exploration expert and mine builder, with extensive knowledge in project finance, business development and strategic planning.

 

Tiziano Romagnoli

Director, VP Corporate Development

Mr. Romagnoli is a fund manager and financial advisor to a number of companies in the mining sector. He was the former head of BMO Nesbitt Burns in Geneva and has been instrumental in arranging financing for exploration and development companies.

 

Rajwant Kang

Director, CFO & Corporate Secretary

Mr. Kang is the founder & president of RSK Management Consulting Inc., a private company that provides management services, and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, M&A and corporate regulation of publicly listed companies.

 

Tom Martin

Director

Mr. Martin has 15 years of experience in capital markets and corporate communications. He is currently an advisor with Prospector Metals and has worked with other Discovery Group Companies. Mr. Martin has been instrumental in assembling top quality projects & management teams within the mining sector.

 

Meghan Brown

Independent Director

Ms. Brown is VP of Investor Relations for Artimis Gold. Her experience spans 25 years with small to large-cap mining companies across the Americas, Australia, and Africa. Her expertise includes retail and institutional investor relations, marketing, mergers and acquisitions, media relations, sustainability reporting, and corporate communications. In 2019, Ms. Brown was awarded the Investor Relations Award of Excellence from the Canadian Investor Relations Institute (CIRI), the highest honour for investor relations professionals in Canada. In 2021, she received the F.CIRI designation, which recognizes investor relations leaders who bring distinction to the profession and serve as a role model for others. Ms. Brown holds a Bachelor of Arts degree from UBC and an MBA from Queen's University, and is a graduate of the ICD-Rotman Directors Education Program with the designation of ICD.D.

 

Contact Information

 

For further information concerning this press release, please contact the respective representatives of Solid and BBG Metals as follows:

 

Solid Impact Investments Corp. Gabriel Kabazo Tel: 604-833-6820 ir@impactacquisitions.net

BBG Metals Corp. Kenneth Berry, President & CEO Tel: 604-220-6890 ken@touchstonecapital.ca

 

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

 

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.

 

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

 

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

 

All information contained in this news release with respect to BBG Metals was supplied by BBG Metals for inclusion herein, and Solid has relied on BBG Metals for any information concerning BBG Metals.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Transaction and the timing in respect thereof, and timely receipt of all necessary approvals, including any requisite approval of the Exchange.

 

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company or of the Resulting Issuer. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company or of the Resulting Issuer's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's filing statement, or the Company’s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's filing statement, or the Company’s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedarplus.ca.

 

The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any for-ward looking statements, other than as required by law.