Spirit Banner Provides Update on Qualifying Transaction and Private Placement
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Spirit Banner Provides Update on Qualifying Transaction and Private Placement
TORONTO, Ontario, January 30, 2020 – Spirit Banner Capital Corp . (“Spirit Banner” or the
“Corporation”) (TSX -V: SBCC.P ) provides an update on its proposed business combination
transaction (the “ Proposed Transaction”) with Ion Energy Ltd. (“ Ion Energy ”), and Ion
Energy’s non-brokered private placement to be completed in connection with the Proposed
Transaction. As previously announced on August 20, 2019 it is expected the Proposed
Transaction will qualify as the Corporation’s “Qualifying Transaction” under the policies of the
TSX Venture Exchange (the “TSXV”).
Ion Energy Financing
Further to the announcements on November 18, 2019, and December 19, 2019, Ion Energy is
conducting a non- brokered private placement consisting of the issuance of a minimum of
6,666,666 subscription receipts (the “ Subscription Receipts ”) offered at $0.30 per
Subscription Receipt, for minimum aggregate gross proceeds of $2,000,000 (the “Ion Energy
Financing”). The Subscription Receipts will be automatically converted into units ( the
“Units”) of Ion Energy upon the satisfaction of all conditions precedent to the Proposed
Transaction having occurred , including the common shares of the resulting issuer (the
“Resulting Issuer”) being conditionally approved for listing by the TSXV.
Each Unit will be comprised of one post- consolidation Ion Energy common s hare ( the “Ion
Energy Private Placement Shares”) and one warrant to purchase one post-consolidation Ion
Energy common share ( the “Ion Energy Private Placement Warrants ”) at an exercise price
of $0. 40 for a period of twenty -four months from the date of issuance. Ion Energy has
amended the exercise price of the Ion Energy Private Placement Warrants comprising the
Units from $0.50 (as annou nced on December 19, 2019) to the amended exercise price of
$0.40 per one-post consolidation Ion Energy Private Placement Share.
The Ion Energy Private Placement Shares and Ion Energy Private Placement Warrants will be
exchanged for equivalent Resulting Issuer securities on a one -to-one basis on completion of
the Proposed Transaction.
If at any time after four months and one day from the completion of the Proposed
Transaction, the common shares of the Resulting Issuer trade at $0.60 per common share or
higher (on a volume weighted adjusted basis) for a period of twenty days, the Resulting Issuer
will have the right to accelerate the expiry date of the warrants exchanged for the Ion Energy
Private Placement Warrants to the date that is thirty days after the Resulting Issuer issues a
news release announcing that it has elected to exercise this acceleration right.
Assuming completion of the Proposed Transaction, proceeds raised from the Ion Energy
Financing will be used for exploration purposes on Ion Energy ’s Mongolian property and for
general corporate purposes.
The Ion Energy Financing is ongoing and is intended to close on or about February 14, 2020.
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Amendment Agreements
The Corporation and Ion Energy have entered into an amendment agreement (the
“Amendment Agreement”) to the definitive agreement dated August 20, 2019, for the
Proposed Transaction. The Amendment Agreement extends the deadline for completion of
the Proposed Transaction to February 28, 2020. If the Proposed Transaction is not completed
prior to February 28, 2020, then it will be terminated unless otherwise extended by the
Corporation and Spirit Banner.
Additionally, the Corporation and Ion Energy have agreed to extend the due date for
repayment of the loan provided to Ion Energy by the Corporation, for an advance of up to
$225,000, to the date of February 28, 2020.
Trading Halt
Spirit Banner’s shares are currently halted from trading and are not expected to resume
trading until the TSXV completes its review of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions, including but
not limited to, TSXV acceptance and the completion of the Ion Energy Financing. There can
be no assurance that the Proposed Transaction or Ion Energy Financing will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement being prepared in
connection with the Proposed Transaction, any information released or received with respect
to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Currently the Corporation is in the process of addressing comments received from the TSXV
regarding conditional approval for the Proposed Transaction.
For further information, contact:
Spirit Banner Capital Corp.
Aneel Waraich, CEO
+1.647.998.4149
Ion Energy Ltd.
Ali Haji, CEO
+1.647.951.6508
Cautionary Note Regarding Forward-Looking Information
Information set forth in this news release contains forward‐looking statements. These
statements reflect management’s current estimates, beliefs, intentions and expectations; they
are not guarantees of future performance. Spirit Banner cautions that all fo rward looking
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statements are inherently uncertain and that actual performance may be affected by a
number of material factors, many of which are beyond Spirit Banner’s control. Such factors
include, among other things: risks and uncertainties relating to S pirit Banner’s ability to
complete the proposed Qualifying Transaction, including those described in Spirit Banner’s
Prospectus dated December 12, 2017, available on the Corporation’s SEDAR profile at
www.sedar.com. Accordingly, actual and future events, c onditions and results may differ
materially from the estimates, beliefs, intentions and expectations expressed or implied in the
forward‐looking information. Except as required under applicable securities legislation, Spirit
Banner undertakes no obligation to publicly update or revise forward‐looking information.
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 shareholder 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 in 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.
Trading in the securities of the Corporation should be considered highly speculative . The TSX
Venture Exchange has in no way passed upon the merits of the proposed transaction and has
neither approved nor disapproved the contents of this press release. A halt in trading shall
remain in place until after the Qualifying Transaction is completed or such time that
acceptable documentation is filed with the TSX Venture Exchange.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM
IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.