March 22, 2021 TheNewswire - Vancouver, Canada - CROPS Inc. (" CROPS " or the " Company ") (TSXV:COPS) reports on the status of its proposed acquisition (the " Transaction ") of the Superior Lake Zinc Project (the " Project ") from Superior Lake Resources Limited (ASX:SUP) (" Superior Lake ") through the purchase of 100% of the existing common shares of Pick Lake Mining Limited, a company incorporated under the laws of Nova Scotia, which at closing will hold all of Superior Lake's interest in the Project. The Transaction will result in a "Reverse Takeover" as that term is defined under TSX Venture Exchange (" TSX-V ") Policy 5.2.
TSX-V and Shareholder Approvals
We are pleased to confirm at the annual and special meeting of of the Company held on March 18, 2021, shareholders voted approximately 99% in favour of all matters brought before the meeting including the Transaction, the continuation of the Company from Yukon to British Columbia, and company name change to Metallum Resources Inc.
The Company has received conditional approval of the Transaction from the TSX-V. The TSX-V's final acceptance of the Transaction will be conditional upon the Company's completion of all remaining filing requirements pursuant to TSX-V Policy 5.2. CROPS is working with Superior Lake in preparation for the completion of the Transaction.
Update on CROPS' Concurrent Financing
The Company's previously announced concurrent financing (the " Financing ") of subscription receipts (the " Subscription Receipts ") to raise gross proceeds of $3.3 million has been restructured so that 27,000,000 Subscription Receipts will be issued at $0.10 each (raising $2.7 million), and 5,454,546 flow-through Subscription Receipts will be issued at $0.11 per each (raising $600,000 in flow-through funds).
The Subscription Receipts will be issued pursuant to the terms of a subscription agreement (each, a " Subscription Agreement ") between CROPS and each prospective subscriber. The gross proceeds of the Offering (the " Escrowed Proceeds ") will be held in escrow on behalf of the subscribers by CROPS. The Escrowed Proceeds will be released to CROPS from escrow upon the satisfaction of certain escrow conditions (the " Escrow Release Conditions ") provided in the Subscription Agreements. As per the terms of the Subscription Agreements and conditional on the satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted into one post-consolidated common share in the capital of the Company immediately prior to closing of the Transaction.
Change in Proposed Board Members
Due to other business obligations, David Laing will not be appointed to the CROPS' Board of Directors upon completion of the Transaction. As well, Tim Osler will step down as a Director at closing.
Trading in the Company's common shares continues to be halted and is expected to remain halted until completion of the Transaction. It is anticipated that the closing of the Transaction and related matters will take place at the end of March, with trading of the Company's shares to resume shortly thereafter.
A copy of the share sale agreement between the Company, Superior Lake and its subsidiary has been filed on CROPS' SEDAR profile and is available on www.sedar.com .
CROPS is a TSXV-listed mineral exploration company led by an experienced management team with a track-record of building value in resource companies. For further information, please visit our web site www.crop2o5.com .
For further information, contact:
Kerem Usenmez, President & CEO
Tel: 604-688-5288 ; Fax: 604-682-1514
Neither the TSXV nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information contained in this news release constitute "forward-looking statements" within the meaning of applicable U.S. securities laws and "forward-looking information" within the meaning of applicable Canadian securities laws, which we refer to collectively as "forward-looking statements". Forward-looking statements are statements and information regarding possible events, conditions or results of operations that are based upon assumptions about future conditions and courses of action. All statements and information other than statements of historical fact may be forward looking statements. In some cases, forward-looking statements can be identified by the use of words such as "seek", "expect", "anticipate", "budget", "plan", "estimate", "continue", "forecast", "intend", "believe", "predict", "potential", "target", "may", "could", "would", "might", "will" and similar words or phrases (including negative variations) suggesting future outcomes or statements regarding an outlook.
Forward-looking statements in this news release include, but are not limited to: the ability of the Company to complete the Transaction and the Financing, the timing of completion of the Transaction and the concurrent financing, the terms of the Financing and the Subscription Agreements, prospective changes to the Company's management team and trading in the Company's common shares. All statements included herein, other than statements of historical fact, are forward-looking statements and include, without limitation, statements about the Transactions.
Forward-looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by forward-looking statements. The Company believes the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Such uncertainties and factors relate to, among other things, receipt of final approval of the Transaction and the Financing from the TSXV; the Transaction, the Project and the Company assuming the Transaction and Financing will be completed; changes in general economic conditions and financial markets; unanticipated costs and expenses; the Company may be unsuccessful in attracting and retaining key personnel; the Company may be subject to litigation; risks relating to widespread epidemics or pandemic outbreak and such other risks detailed from time to time in the Company's quarterly and annual filings with securities regulators and available under the Company's profile on SEDAR at www.sedar.com . 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 cause actions, events or results to differ from those anticipated, estimated or intended.
Forward-looking statements contained herein are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to: that stock exchange approval to the Transaction and Financin will be obtained; that the Transaction and Financing will be completed as planned; that there will be no material adverse change affecting the Company or its properties; the ability of the Company to continue to operate during the COVID-19 pandemic; and such other assumptions as set out herein. Forward-looking statements are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on forward-looking statements.
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