Completes Vertical Short - Form Amalgamation with Wholly - Owned Subsidiary
AC/8622838.5
Torr Metals
Inc.
1111 West Hastings Street
,
Suite
780
Vancouver, BC
C
anada
,
V6E 2J3
T
orr Metals
Completes Vertical Short
-
Form Amalgamation with
Wholly
-
Owned
Subsidiary
Vancouver, British Columbia
–
(
May 2
, 2022
)
–
Torr Metals Inc.
(“
Torr
” or the “
Company
”)
(TSXV:
TMET), is pleased to announce it has completed a
vertical short
-
form amalgamation (the "
Amalgamation
")
pursuant to the
Business Corporations Act
(British Columbia) (the "
BCBCA
")
effective April 30, 2022
with the Company's wholly
-
owned subsidiary 1306043 B.C. Ltd. ("
130
"). Pursuant to the Amalgamation,
th
e resulting amalgamated company (the "
AmalCo
") has adopted the name "Torr Metals Inc.", maintained
the same Articles and management as the Company, issued no securities, the symbol "TMET"
and the
CUSIP
remains the same.
Malcolm Dorsey, President and CEO of
the amalgamated
Torr Metals Inc. commented,
"We are excited to
announce the amalgamation of Torr Metals Inc. and its wholly
-
owned subsidiary, 1306043 BC Ltd. This
amalgamation will streamline our mining exploration activities under a single
corporate entity and help to
reduce corporate and operational expenses as we move forward."
Following the completion of the Company's Qualifying Transaction on November 26, 2021, the Company
indirectly owned all of the mineral properties comprising the Lat
ham Copper
-
Gold Project through its
wholly
-
owned subsidiary, 130. As a result of completing the Amalgamation,
the amalgamated Torr Metals
Inc.
now directly owns all of the mineral properties comprising the Latham Copper
-
Gold Project.
AmalCo has filed the C
ertificate of Amalgamation and Notice of Articles on SEDAR,
which are publicly
available under the Company's profile at www.sedar.com
. Additional information with respect to the
Amalgamation and the business
of the
amalgamated
Torr Metals Inc.
is available
on the Company’s
SEDAR profile at www.sedar.com.
Contact Information
For further
information
concerning this press release, please contact
Malcolm Dorsey, President, Chief
Executive Officer, and Director
of
Torr Metals Inc.
at:
Telephone: 236
-
982
-
4300
Ema
il:
malcolmd
@
torrmetals
.com
Cautionary Statement
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.
Neither the Exchange nor its Regula
tion Services Provider (as that term is defined in the policies of the
Exchange) has in any way
passed upon the merits of the
Amalgamation
and neither of the foregoing entities
accepts responsibility for the adequacy
or accuracy of this release or has in
any way approved or
disapproved of the contents of this press release.
Certain statements contained in this press release constitute forward
-
looking information. These statements
relate to future events or future performance. The use of any of the words “c
ould”, “intend”, “expect”,
“believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters
that are not historical facts are intended to identify forward
-
looking information and are based on the
parties’ current belie
f or assumptions as to the outcome and timing of such future events. Actual future
-
2
-
AC/8622838.5
results may differ materially. The business of the
Company
is subject to a number of material risks and
uncertainties. Please refer to the SEDAR filings
of the Company
for f
urther details. Various assumptions
or factors are typically applied in drawing conclusions or making the forecasts or projections set out in
forward
-
looking information. Those assumptions and factors are based on information currently available
to the par
ties. The material factors and assumptions include the parties being able to obtain the necessary
corporate, regulatory and other third parties approvals. The forward looking information contained in this
release is made as of the date hereof and the parti
es are not obligated to update or revise any forward
looking information, whether as a result of new information, future events or otherwise, except as required
by applicable securities laws. Because of the risks, uncertainties and assumptions contained he
rein,
investors should not place undue reliance on forward looking information. The foregoing statements
expressly qualify any forward looking information contained herein.
(Not for dissemination in the United States of America.)