Pursuit Gold Announces Definitive Agreement with South American Lithium Corp. to Complete Reverse Takeover
PURSUIT GOLD CORP .
905 West Pender Street, 6th Floor
Vancouver, BC V6C 1L6
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
PURSUIT GOLD ANNOUNCES DEFINITIVE AGREEMENT WITH SOUTH AMERICAN LITHIUM CORP .
TO COMPLETE REVERSE TAKEOVER
VANCOUVER, BC - July 17, 2023 - Pursuit Gold Corp. (CSE: PUGS) (the "Company" or "Pursuit") is pleased
to announce that it has entered into a defini Ɵve amalgama Ɵon agreement dated July 14, 2023 (the
"AmalgamaƟon Agreement") with South American Lithium Corp. (" SALi"), a private Alberta corporaƟon,
pursuant to which Pursuit and SALi will carry out an amalgamaƟon (the "Proposed TransacƟon") that will
result in the reverse takeover of the Company by SALi, and that will consƟtute a “fundamental change” of
the Company under the policies of the Canadian SecuriƟes Exchange ("CSE"). CompleƟon of the Proposed
TransacƟon is subject to the sa ƟsfacƟon of a number of condiƟons, including receipt of all necessary
shareholder and CSE approval for lisƟng of the combined company (the "ResulƟng Issuer"). Assuming
saƟsfacƟon or waiver of all condiƟons to closing, which cannot be guaranteed, the closing of the Proposed
TransacƟon is expected to occur in late Q2 or early Q3, 2023.
SALi, an arm's length party to the Company, is a mineral exploraƟon company focused on exploraƟon for
lithium resources in ArgenƟna. Following the compleƟon of the Proposed TransacƟon, the ResulƟng Issuer
will carry on the business of SALi. Upon compleƟon of the Proposed TransacƟon, the ResulƟng Issuer will
change its name to “South American Lithium Corp.” or such other similar name as the parƟes may agree.
Summary of Proposed TransacƟon
The execuƟon of the AmalgamaƟon Agreement follows the signature by the parƟes of a non-binding leƩer
of intent that was previously announced in the Company's news release dated February 13, 2023.
In accordance with the terms of the AmalgamaƟon Agreement, the Proposed TransacƟon is structured as
a three cornered amalgama Ɵon whereby SALi will amalgamate with a wholly owned subsidiary of the
Company (the " AmalgamaƟon") and the current shareholders of SALi will become shareholders of the
ResulƟng Issuer. Prior to the AmalgamaƟon, SALi will conƟnue its corporate existence out of Alberta and
into Bri Ɵsh Columbia to become a Bri Ɵsh Columbia company (the “ ConƟnuaƟon”). Pursuant to the
AmalgamaƟon, all SALi common shares outstanding will be exchanged for common shares of the ResulƟng
Issuer (each a " ResulƟng Issuer Share "), and outstanding conver Ɵble securi Ɵes of SALi will become
exercisable to acquire ResulƟng Issuer Shares.
It is a condi Ɵon to compleƟon of the Proposed Transac Ɵon that SALi completes a non-brokered market
financing for gross proceeds of a minimum of $1,200,000 (the "SALi Private Placement"). Without taking
the securiƟes to be issued under the SALi Private Placement into consideraƟon, upon compleƟon of the
Proposed TransacƟon, it is anƟcipated that exisƟng shareholders of the Company will hold approximately
30.7% of the outstanding authorized share structure of the ResulƟng Issuer on an undiluted basis and the
former holders of SALi Common Shares will hold approximately 69.3%. No finder's fee is payable in relaƟon
to the comple Ɵon of the Proposed Transac Ɵon although SALi may pay compensa Ɵon in either cash or
securiƟes or both to qualified finders in connecƟon with the SALi Private Placement.
This news release does not cons Ɵtute an offer to sell, or a solicita Ɵon of an offer to buy, any securi Ɵes
under the SALi Private Placement in the United States. The securi Ɵes have not been and will not be
registered under the United States SecuriƟes Act of 1933, as amended (the "U.S. SecuriƟes Act") or any
state securiƟes laws and may not be offered or sold with in the United States or to U.S. Persons unless
registered under the U.S. SecuriƟes Act and applicable state securiƟes laws or an exempƟon from such
registraƟon is available.
Proposed Management of the ResulƟng Issuer
Upon compleƟon of the Proposed TransacƟon, it is proposed that the following individuals will form the
board of directors and execuƟve team of the ResulƟng Issuer:
DusƟn Nanos – Chief ExecuƟve Officer and Director
ChrisƟna Blacker – Chief Financial Officer and Corporate Secretary
Ken Booth – Director
Jose de Castro - Director
Michelle DeCecco – Director
Richard Rosner - Director
The above consƟtutes only a summary of key terms of the AmalgamaƟon Agreement. For more complete
informaƟon on the Proposed TransacƟon, investors should refer to the AmalgamaƟon Agreement, which
will be made available on the Company's profile at www.sedar.com.
Shareholder and CSE Approval
It is an Ɵcipated that the Company will obtain shareholder approval of the Proposed Transac Ɵon as a
fundamental change by wriƩen consent of 50% plus one of the Company’s shareholders. SALi is expected
to call a shareholder meeƟng ("SALi MeeƟng") to approve, among other things, the ConƟnuaƟon and the
AmalgamaƟon. The Alberta Business CorporaƟons Act and the BriƟsh Columbia Business CorporaƟons Act
provide the SALi shareholders with rights of dissent from the Con ƟnuaƟon and the Amalgama Ɵon,
respecƟvely, and the rights under specific condiƟons to be paid the fair value of their shares rather than
parƟcipate in the ConƟnuaƟon or the AmalgamaƟon. AddiƟonal details will be provided in a further news
release and the CSE Form 2A LisƟng Statement (the “LisƟng Statement”) that with the CSE’s consent will
be provided to both Pursuit and SALi shareholders in connec Ɵon with obtaining their respec Ɵve
shareholder approvals and will be filed with the CSE in connec Ɵon with their approval of the Proposed
TransacƟon.
The Proposed TransacƟon cannot close un Ɵl the required shareholder and CSE approval is obtained. As
noted above, comple Ɵon of the Proposed Transac Ɵon is subject to a number of condi Ɵons, including
condiƟonal approval of the lisƟng of the ResulƟng Issuer Shares on the CSE, as well as other condiƟons to
closing customary for similar transacƟons. There can be no assurance that the Proposed TransacƟon will
be completed as proposed or at all.
LisƟng Statement and CauƟon
Further details about the Proposed TransacƟon and the ResulƟng Issuer will be provided in the LisƟng
Statement. Investors are cauƟoned that, except as disclosed in the LisƟng Statement, any informaƟon
released or received with respect to the Proposed TransacƟon may not be accurate or complete and
should not be relied upon.
Trading in Pursuit Shares
Trading in the common shares of the Company will be halted as a result of this announcement. Trading in
the common shares will remain halted pending the review of the Proposed TransacƟon by the CSE. There
can be no assurance that trading in the common shares wil l resume prior to the comple Ɵon of the
Proposed TransacƟon.
Further details about the ResulƟng Issuer, including financial informaƟon and details on the management
and directors, will be included in the LisƟng Statement and in subsequent news releases and other public
filings, all of which will be available for review under the Company's profile on www.sedar.com.
The CSE has in no way passed upon the merits of the Proposed TransacƟon and has neither approved
nor disapproved the contents of this news release.
About Pursuit Gold Corp.
Pursuit Gold Corp. is a mineral resource company engaged in the acquisiƟon, exploraƟon and if warranted
development of mineral resource properƟes of merit.
About South American Lithium Corp.
Pursuit Gold Corp. is a private is a mineral explora Ɵon company focused on explora Ɵon for lithium
resources in Argen Ɵna. Its material property is its interest in the El Quemado Project, comprised of 46
mining concessions (minas) located in Salta Province, Argen Ɵna that are being explored for lithium
mineralizaƟon.
On behalf of the Board of Directors,
KostanƟnos Sakarellos
President
604-973-0579
Forward-Looking InformaƟon and Statements
This news release contains forward- looking statements or informaƟon (collecƟvely referred to herein as
"forward-looking statements"). Such statements are subject to risks and uncertain Ɵes that may cause
actual results, performance or developments to differ materially from those contained in the statements
and are not guarantees of the future performance of the Company or SALi or the Resul Ɵng Issuer. No
assurance can be given that any of the events anƟcipated by the forward-looking statements will occur or,
if they do occur, what benefits the ResulƟng Issuer will obtain from them. These forward-looking
statements reflect management's current views and are based on certain expecta Ɵons, esƟmates and
assumpƟons which may prove to be incorrect.
The forward-looking informaƟon and forward-looking statements contained in this news release include,
but are not limited to, statements regarding: the Company's ability to complete the Proposed TransacƟon;
the ability of the ResulƟng Issuer to carry out the business of SALi; the ability of SALi to complete the SALi
Private Placement; the ability of SALi and the Company to file the Lis Ɵng Statement; and the Resul Ɵng
Issuer's ability to achieve a lisƟng on the CSE and the Ɵming for all or any of the foregoing.
These statements involve known and unknown risks, uncertain Ɵes and other factors, many of which are
outside the Company’s control and which may cause actual results, performance or achievements to differ
materially from those expressed or implied by such statements, including but not limited to: the potenƟal
inability of the Company or the ResulƟng Issuer to con Ɵnue as a going concern; risks associated with
potenƟal governmental and/or regulatory ac Ɵon with respect to the SALi's operaƟons; the Company's
inability to complete the Proposed Transac Ɵon; the inability of the Resul Ɵng Issuer to carry out the
business of SALi; the inability of SALi to complete the SALi Private Placement; the ability of SALi and the
Company to file the LisƟng Statement; and the risks associated with the ResulƟng Issuer's ability to meet
CSE lisƟng guidelines.
Readers are cauƟoned not to place undue reliance on forward-looking statements for the reasons outlined
above, as the expectaƟons in the forward looking statements may prove to be incorrect, and actual results
may differ materially from those anƟcipated.