June 7, 2019, 1853 Sunken Lake Road, Sunken Lake, Nova Scotia; Mountain Lake Minerals Inc. (CSE:MLK) (“Mountain Lake” or the “Company”) announces that in furtherance of its proposed fundamental change transaction with 1157630 B.C. Ltd. (the “Transaction”) and proposed spin-off of its mineral properties (the “Spin-Off”), the Company has set down a date for its proposed annual meeting of shareholders, at which it plan to submit the Transaction and Spin-Off to shareholders for approval.
The meeting will be held on July 26, 2019 at 10:00 AM at the offices of the Company’s legal counsel, Armstrong Simpson, located at Suite 2080-777 Hornby Street, Vancouver, British Columbia.
Shareholders of record on June 21, 2019 will be entitled to vote at the meeting. The Company anticipates mailing meeting materials on June 28, 2019.
1157630 is a private company doing business through Go Green B.C. Medicinal Marijuana Ltd. (“Go Green”), a subsidiary company also holding an application to produce medical marijuana under the Cannabis Act (Canada). As previously disclosed the Company will acquire 100% of the issued and outstanding shares of 1157630 in consideration of the issuance of 40,000,000 common shares at a deemed price of $0.30 per share, which shares will be distributed to the shareholders of 1157630 in proportion to their percentage of shares of 1157630 held.
As previously announced March 15, 2018 and June 8, 2018, the Company entered into an arrangement agreement dated June 7, 2018 (the “Arrangement Agreement”) with 1167343 B.C. Ltd. (“Spinco”) under which it proposes to complete the Spin-Off under a plan of arrangement. Pursuant to the Arrangement Agreement, the Company will transfer to Spinco its existing mineral property assets in exchange for the issuance of common shares of Spinco to be distributed to the Company’s shareholders by way of a plan of arrangement. The Company will contribute $1,000,000 to Spinco for working capital. The Spin-Off requires the approval of the Company’s shareholders, as well as the B.C. Supreme Court, and will be completed following the completion of the fundamental change transactions involving the acquisition of Cannabis Act applicant Go Green Medicinal Marijuana Ltd. (see the Company’s press release dated June 8, 2018 for additional details).
Trading in the common shares of the Company has been halted as of June 7, 2018 and is expected to
remain halted pending satisfaction of applicable requirements of the CSE. There can be no assurance that
trading in the common shares of the Company will resume prior to completion of the Transaction or the
About Mountain Lake Minerals Inc.
Mountain Lake Minerals Inc. is a junior exploration company exploring for precious metal deposits. Mountain Lake’s current projects are located on the pro-mining island of Newfoundland and include: a 100% interest in high-grade gold, and massive sulphide occurrences along the Glover Island Mineral Trend in Newfoundland, a 100% interest in the Little River high-grade gold exploration property, and a 100% option agreement on Caledonia Brook.
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and, if applicable, pursuant to the requirements of the CSE, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the securities of the Company should be considered highly speculative.
Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Transaction or the management information circular to be prepared in connection with the Spin-Off, any information released or received with respect to the Transaction or Spin-Off may not be accurate or complete and should not be relied upon.
Certain statements included in this news release constitute forward-looking information or statements (collectively,“forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about 1157630’s business,, closing of the Transaction and Spin-Off, expected terms of the Transactionand Spin-Off, the number of securities of the Company that may be issued in connection with the Transaction and Spin-Off the requirement to obtain shareholder approval, the Parties’ ability to satisfy any and all other closing conditions, and receive necessary regulatory and CSE approvals in connection therewith and the terms associated therewith and any additional reorganizational transactions, including the Spin-Off are all forward-looking information. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counter parties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that either of the Transaction or the Spin-Off will occur or that, if the Transaction or Spin-Off do occur, they will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements.Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
For additional information, please contact:
Paul K. Smith, President & CEO
Mountain Lake Minerals Inc.
Phone: (902) 698-2662 or (647) 729-0311
Email: [email protected]
ON BEHALF OF THE BOARD OF DIRECTORS
s/“Paul K. Smith”