Xib and Mayur Resources Enter into Definitive Agreement FOR Qualifying Transaction
XIB I CAPITAL CORP.
XIB AND MAYUR RESOURCES ENTER INTO DEFINITIVE AGREEMENT
FOR QUALIFYING TRANSACTION
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE
SERVICES
TSX VENTURE EXCHANGE: XIB.P FOR IMMEDIATE RELEASE
Vancouver, British Columbia – November 12, 2020 – XIB I Capital Corp. (“ XIB”) (TSXV:
XIB.P) is pleased to announce it has entered into a definitive share purchase agreement dated
November 12, 2020 (the “ Definitive Agreement”) with Mayur Resources Limited (“ Mayur”)
and Mayur’s wholly -owned subsidiaries, MR Exploration PNG Pte Ltd. (“ MRE”) and Adyton
Resources Finance Company Ltd. (“Adyton Financeco”), in respect of its previously announced
Qualifying Transaction.
In accordance with the Definitive Agreement, XIB will acquire all of the issued and outstanding
shares of MRE in consideration for the issuance of an aggregate of 71,666,667 common shares
of XIB (“ XIB Shares”) to the shareholders of MRE (the “ Transaction”). XIB will consolidate
the currently outstanding XIB Shares on a 2.62 for 1 basis (the “ Consolidation”) prior to, and as
a condition to the completion of, the closing of the Transaction, so that it is expected to have
5,000,000 XIB Shares issued and outstanding on a post -Consolidation before issuing the XIB
Shares for the Transaction.
Also prior to, and as a condition to the completion of, the closing of the Transaction, MRE will
acquire all of the issued and outstanding shares of Ballygowan Limited (“Ballygowan”) and
Pacific Arc Aurum (Niugini) Limited (“Pacific Arc”) from their shareholders in return for shares
of MRE as previously announced (the “Acquisitions”). MRE has entered into a definitive share
sale agreement dated October 1, 2020 with Ballygowan and Pacific Arc and their respective
shareholders in respect of the Acquisitions. Accordingly, upon completion of the Transaction,
MRE will become a wholly -owned subsidiary of XIB and Ballygowan and Pacific Arc will be
wholly-owned subsidiaries of MRE, together with its existing wholly -owned subsidiary, Mayur
Exploration PNG Limited. In addition, XIB will change its name to “Adyton Resources
Corporation” (the “Name Change”) and the Board of Directors (the “Resulting Issuer Board”)
and management of XIB will be reconstituted to include: (i) Frank Terranova - Chairman,
President and Chief Executive Officer; (ii) Stephen Kelly - Chief Financial Officer and
Corporate Secretary; (iii) Rod Watt - Executive Director and Chief Geologist; (i v) Tim Crossley
- Director; (v) Sinton Spence - Director; and (vi) Frederic Leigh Jr. - Director. Information on
the directors on the Resulting Issuer Board other than Mr. Leigh has been provided in XIB’s
previous press release dated September 14, 2020.
Mr. Leigh is XIB’s nominee to the Resulting Issuer Board and has been a director of XIB since
its incorporation. He is the principal of Siwash Corporate Services Inc., a private British
Columbia company providing fundraising, marketing and corporate develo pment advisory
services. Mr. Leigh also serves as a director for a number of public companies, such as Golden
Harp Resources Inc., National Access Cannabis Corp. (formerly Brassneck Capital Corp.) and
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K2 Gold Corporation. He has over 15 years of experience with companies in the mining and
technology sectors worldwide. Previously, Mr. Leigh was the Vice President, Investor Relations
of Kin Communications from September 2013 to September 2015, a company which provides
investor relations services to publicly t raded companies, and worked for Ethos Gold Corp., a
mineral exploration company, from September 2011 to September 2013, in an investor relations
role.
As part of, and as a condition to the completion of, the Transaction, Adyton Financeco will
complete a brokered private placement as previously announced of at least 16,666,667
subscription receipts at a price of C$0.30 each for gross proceeds of at least C$5,000,000 (the
“Concurrent Financing”). The gross proceeds from the Concurrent Financing (less a port ion of
the agents’ fees and expenses) will be placed in escrow pending the satisfaction of all conditions
precedent to the completion of the Transaction, upon which the escrowed proceeds will be
released to Adyton Financeco and each subscription receipt wi ll convert into one common share
of Adyton Financeco (an “Adyton Financeco Share”).
The previously announced initial seed financing has been completed by Adyton Financeco,
pursuant to which it issued 13,333,334 subscription receipts at a price of C$0.15 each for gross
proceeds of C$2,000,000 on a non -brokered private placement basis (the “ Seed Financing ”).
The gross proceeds from the Seed Financing have been placed in escrow pending the satisfaction
of all conditions precedent to the completion of the Transaction, upon which the escrowed
proceeds will be released to Adyton Financeco and each of the subscription receipts will convert
into one Adyton Financeco Share. In connection with the closing of the Seed Financing, the
Company agreed to pay cash fi nder’s fees to certain eligible parties in the total amount of
$15,000. The finder’s fees will be paid to the parties when the gross proceeds from the Seed
Financing are released from escrow.
As part of, and as a condition to the completion of, the Transa ction, XIB will acquire all of the
Adyton Financeco Shares in exchange for post-Consolidation XIB Shares on a one-for-one basis,
resulting in the issuance of an additional 13,333,334 XIB Shares to the investors under the Seed
Financing and at least an additional 16,666,667 XIB Shares to the investors under the Concurrent
Financing. It is expected that this share exchange will be effected through a three -cornered
amalgamation among XIB, a subsidiary of XIB to be newly formed for purposes of the
amalgamation and Adyton Financeco (the “Amalgamation”).
The previously announced founders financing has also been completed by 1269592 B.C. Ltd.
(“Pre-Seed Financeco”), a new formed corporation incorporated for the purposes of conducting
such financing, pursuant to which it issued 6,000,000 subscription receipts at a price of C$0.02
each for gross proceeds of C$120,000 on a non -brokered private placement basis (the “Pre-Seed
Financing”). The gross proceeds from the Pre -Seed Financing have been placed in escrow
pending the satisfaction of all conditions precedent to the completion of the Transaction, upon
which the escrowed proceeds will be released to Pre-Seed Financeco and each of the subscription
receipts will convert into one common share of Pre -Seed Financeco Share (a “ Pre-Seed
Financeco Share”).
As part of, and as a condition to the completion of, the Transaction, XIB will acquire all of the
Pre-Seed Financeco Shares in exchange for post -Consolidation XIB Shares on a one -for-one
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basis, resulting in the issua nce of an additional 6,000,000 XIB Shares to the investors under the
Pre-Seed Financing. It is expected that this share exchange will be effected by including Pre -
Seed Financeco in the Amalgamation.
The completion of the Transaction is subject to the satisfaction of various conditions as are
standard for a transaction of this nature, including but not limited to: (i) receipt of all necessary
consents, assignments, waivers, permits, orders and approvals for the Transaction, including the
approval of the TSX Venture Exchange (the “ Exchange”); (ii) the Resulting Issuer meeting the
minimum listing requirements of the Exchange; (iii) the Definitive Agreement not being
terminated, including that no party has terminated the Definitive Agreement because the
conditions to closing have not been satisfied prior to January 29, 2021; (iv) the representations,
warranties and covenants made by each party being true and correct in all material respects as of
the closing date; (v) each party fulfilling or complying with all covenants under the Definitive
Agreement; (vi) no material adverse effect on either XIB or MRE occurring; (vii) the completion
of the Acquisitions; (viii) the completion of the Concurrent Financing; (ix) MRE providing XIB
with technical reports complia nt with National Instrument 43 -101 - Standards of Disclosure for
Mineral Projects in respect of the material properties of MRE, Ballygowan and Pacific Arc
acceptable to the Exchange; and (ix) receipt of XIB shareholder approval of the Name Change,
Consolidation and the Resulting Issuer Board..
Additional information concerning the Transaction, MRE, Ballygowan and Pacific Arc and the
Resulting Issuer is provided in XIB’s press release dated September 14, 2020 and will be
provided in XIB’s Filing Statement t o be filed in connection with the Transaction, which will be
available under XIB’s profile on SEDAR at www.sedar.com.
In accordance with the policies of the TSXV, the XIB Shares are currently halted from trading
and will remain so until such time as the TSXV determines, which, depending on the policies of
the Exchange, may not occur until completion of the Transaction.
XIB also announces that it has filed its Management Information Circular (the “Circular”) and
related proxy materials on SEDAR in advance of XIB’s annual general and special meeting to be
held on November 30, 2020 (the “ Meeting”) at 1600 – 609 Granville Street, Vancouver, BC at
10:00 a.m. (Vancouver time) . In addition to seeking approval of XIB’s annual g eneral matters,
the purpose of the Meeting is to seek approval of the Co nsolidation, the Name Change, the
Resulting Issuer Board, and a stock option plan, all to be conditional upon the completion of the
Transaction. With respect to the Name Change, XIB clarifies that XIB will seek approval for the
name of the Company to be changed to Adyton Resources Cor p. or such other name as the
directors may determine in their discretion, as indicated in the Circular. The Notice of Meeting
and Proxy delivered and filed with the Circular had incorrectly indicated that the new name was
to be changed to Adyton Resources Limited.
In light of the ongoing public health concerns related to the COVID -19 outbreak and in order to
comply with the measures imposed by the federal and provincial governments, the Company is
requesting all shareholders and others not to attend the Me eting in person. Shareholders are
strongly urged to vote on the matters before the Meeting by completing a proxy or materials
provided by their intermediary, as applicable. XIB may take additional precautionary measures
in relation to the Meeting in response to further developments in the COVID-19 outbreak.
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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 shareh older 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 i n 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of this press release.
For further information please contact Ted Browne, CEO of XIB, by email at
[email protected] or by telephone at 647-943-0736.
Notice on Forward-Looking Information
Information set forth in this news release contains forward -looking statements within the
meaning of applicable Canadian securities laws. Often, these forward-looking statements can be
identified by the use of words such as "plans", "expects", "is expected", "budget", “continue”,
“projected”, "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the
negatives thereof or variations of such words and phrases or statements that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved .
These statements reflect manageme nt’s current estimates, beliefs, intentions and expectations
regarding the future, including, but not limited to, the completion of the Transaction and related
transactions, including the Acquisitions, the Concurrent Financing, the Amalgamation, the Name
Change, the Consolidation, the reconstitution of the Resulting Issuer Board, and the conditions
to be satisfied for the completion of these transactions. Such statements are not guarantees of
future performance. They are subject to assumptions, known and un known risks and
uncertainties and other factors that may cause actual results, performance or developments to
differ materially from those contained in the statements, including risks related to factors beyond
the control of XIB. Such factors include, amon g other things: the requisite corporate approvals
of the shareholders of XIB may not be obtained; the Exchange may not approve the Transaction;
the Acquisitions may not be capable of being completed as currently expected or at all; sufficient
funds may not be raised pursuant to the Concurrent Financing; and other risks that are
customary to transactions of this nature. No assurance can be given that any of the events
anticipated by the forward -looking statements will occur or, if they do occur, what benefit s XIB
will obtain from them. Furthermore, should one or more of the risks, uncertainties or other
factors materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those described in forward -looking statements. Except as required under
applicable securities legislation, XIB undertakes no obligation to publicly update or revise
forward-looking information.