Culico Metals Inc. Announces Listing ON the TSX Venture Exchange
CULICO METALS INC. ANNOUNCES LISTING ON THE TSX VENTURE
EXCHANGE
TORONTO, Ontario – (August 14, 2024) Culico Metals Inc. (TSXV: CLCO) (" Culico", or the
"Corporation"), a TSXV Sandbox issuer, is pleased to announce that, pursuant to the final listing
approval received from the TSX Venture Exchange (" TSXV"), Culico's common shares
("Common Shares") will commence trading on the TSXV at the opening of the market on August
16, 2024, under the symbol "CLCO" pursuant to the TSXV Sandbox program.
Culico is a newly listed company formed pursuant to the spin-out of certain assets of Karora
Resources Inc. (" Karora") in connection with the completi on of a court-approved plan of
arrangement under the Canada Business Corporations Act (the " Arrangement"), which was
completed in accordance with the terms of an arrangement agreement dated April 8, 2024 among
Westgold Resources Limited, Karora, 1474429 B.C. Ltd. and Culico (as amended on July 8, 2024).
In connection with the completion of the A rrangement and spin-out (collectively, the
"Transaction"), 55,733,665 Common Shares were distribute d to the former shareholders of
Karora. As a result of the Arrangement, all of the issued and outstanding Common Shares of the
Corporation are held by the former sharehol ders of Karora. In addition to approving the
Arrangement, former shareholders of Karora al so approved the Corpora tion's omnibus equity
inventive plan (the "Plan"). The Plan will allow for the issuance of options, restrictive share units,
performance share units and deferred share units. The Corporation is of the view that the Plan is
required to attract and retain key personnel who are necessary or essential to Culico's success. The
aggregate number of Common Shares reserved and available for grant and issuance pursuant to
awards under the Plan shall be equal to a maximum of 10% of the aggregate number of issued and
outstanding Common Shares. While listed pursuan t to the TSXV Sandbox, no awards may vest,
settle or be exercised.
TSXV Sandbox Program
Culico has received approval from the TSXV to list its Common Shares on the TSXV pursuant to
the TSXV Sandbox, an initiative intende d to facilitate listing applic ations that may not generally
satisfy the requirements and guidelines of the TSXV, but due to facts or situations unique to a
particular issuer otherwise warrant a listi ng on the TSXV or an exemption from certain
requirements in the TSXV Corporate Finance Manual.
As Culico does not currently meet certain of the original listing requirements of the TSXV set out
in Policy 2.1 – Initial Listing Requirements, the TSXV has exercised its discretion to waive certain
original listing requirement s relating to Culico's investment of 50% of its av ailable funds in
granting Culico conditional approval for listing pursuant to the TSXV Sandbox. Culico will remain
listed pursuant to the TSXV Sandbox until the following exit conditions (the "Exit Conditions")
are met within 12 months of listing on the TSXV (the " Exit Deadline"): (i) Culico has deployed
at least 50% of its available funds, being C$4,663,000.00 to at least two qualifying investments
that are satisfactory to the TSXV, (ii) the TSXV has confirmed there are no outstanding compliance
or disclosure issues, and (iii) Culico has made a formal application to the TSXV for an exit review,
along with the applicable filing fee, and the TSXV is satisfied the Exit Conditions have been met.
If Culico has not satisfied the Exit Conditions by the Exit Deadline, the Culico listing may be
transferred from the TSXV to the NEX.
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So long as Culico remains a TSXV Sandbox issuer, it will be subject to the following restrictions
and disclosure obligations in addition to the TSXV tier 2 continued listing requirements and
disclosure obligations pursuant to the policies of the TSXV:
a) any proposed investment is subject to TSXV review and acceptance, including all
investments that would otherwise be considered an "Exempt Transaction" as such term is
defined in Policy 5.3 – Acquisitions and Dispositions;
b) 1,199,857 Common Shares, being all the Common Shares held by directors and officers of
Culico, will be held in escrow pursuant to an escrow agreement in the form of TSXV's
Form 5D. The first release from escrow will occur on the date on which the TSXV issues
a bulletin confirming Culico has satisfied all the Exit Conditions and accepted Culico's exit
from the TSXV Sandbox program (the " Exit Date "). On the Exit Date, upon Culico
meeting all TSXV Sandbox listing requirements, the TSXV's Tier 2 value securities release
schedule will be retroactively applied to the original listing date of Culico on the TSXV
pursuant to the TSXV Sandbox program;
c) Culico may grant equity incentive awards but no such awards may vest, be settled or be
exercised, as the case may be, until the Exit Date, or in the case of restricted share units,
deferred share units or performance share units, until the later of (i) one year from the date
of grant and (ii) the Exit Date; and
d) all continuous disclosure doc uments of Culico must refer to Culico being listed on the
TSXV under the TSXV Sandbox program.
Culico has received an exemption from the sponsorship requirements under Policy 2.2 –
Sponsorship and Sponsorship Requirements of the TSXV of the TSXV's Corporate Finance
Manual.
About Culico Metals Inc.
Culico is a company focused on creating value in the mineral exploration, development and
production sector. Culico's current assets include a 1% lithium royalty on certain mining interests
held by Kali Metals Limited (ASX:KM1), the ri ght to receive a deferre d consideration payment
due to the on-sale of the Dumont project and approximately C$10 million in cash. The Dumont
project is a large-scale nickel deposit located 25 km west of the town of Amos in the established
Abitibi mining camp in the mining-friendly Canadian province of Québec. Culico holds an interest
in the net proceeds from a future sale or other monetization event involving the Dumont project.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain "forwa rd-looking statements" under applicable Canadian
securities laws concerning the business, operations and financial performance and condition of
Culico. Except for statements of historical fact relating to Culico, all statements included herein
are forward-looking statements. The words "be lieve", "expect", "strategy", "target", "plan",
"scheduled", "commitment", "opportunities", " guidance", "project", "continue", "on track",
"estimate", "growth", "forecast", "potential", "future", "extend", "planned", "will", "could",
"would", "should", "may" and similar expressions typi cally identify forward-looking statements.
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In particular, this news release contains forward-looking statements including, without limitation,
information and statements regarding the Transac tion; the timing and ability of Culico to
commence trading on the TSXV (if at all) and its ability to meet the Exit Conditions (if at all); and
the business and operations of Culico.
Forward-looking statements are necessarily based on the opinions and es timates of management
at the date the statements are made and are bas ed on a number of assumptions and subject to a
variety of risks and uncertainties an d other factors that could cause actual events or results to
differ materially from those projected in the forw ard-looking statements. Many of these
assumptions are based on factors and events that are not within the control of Culico and there is
no assurance they will prove to be correct.
These factors are discussed in greater detail in Culico's TSXV Form 2B – Listing Application, filed
under the Corporation's issuer profile on SED AR+, which also provid es additional general
assumptions in connection with these statements . Culico cautions that the foregoing list of
important factors is not exhaustive. Investors and others who base themselves on forward-looking
statements should carefully consider the above factors as well as the uncertainties they represent
and the risk they entail.
Although Culico has attempted to identify important factors that could cause actual actions, events
or results to differ materially from those descri bed in forward-looking statements, there may be
other factors that cause actions, events or resu lts not to be anticipated, estimated or intended.
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. Culico
undertakes no obligation to update forward-looking statements if circumstances or management's
estimates or opinions should change except as required by applicable securities laws. The reader
is cautioned not to place undue reliance on forw ard-looking statements. Comparative market
information is as of a date prior to the date of this document. Further, the forward-looking
statements included herein speak only as of the date of this news release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibili ty for the adequacy or accuracy of this news release. No
stock exchange, securities commission or ot her regulatory authority has approved or
disapproved the information contained herein.
Investors are advised that the Corporation has been listed on TSXV as a TSXV Sandbox
Listing as the Corporation did not meet all TSXV’s listing requirements at the time of listing.
There can be no assurance that the Corporation will meet all the Exit Conditions. For details
on TSXV Sandbox, please visit (https:// www.tsx.com/en/listings/tsx-and-tsxv-issuer-
resources/tsx-venture-exchange-issuer-resources/tsxv-sandbox).
For more information contact:
Paul Huet
Chief Executive Officer
Culico Metals Inc.
www.culicometals.com
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Phone: 775-386-2468
Email: [email protected]