Teako Announces Share Purchase Agreement, Closes Shares for Debt Transaction, and Provides Update on Previously Announced Private Placement
Teako Announces Share Purchase Agreement,
Closes Shares for Debt Transaction, and
Provides Update on Previously Announced
Private Placement
Vancouver, British Columbia--(Newsfile Corp. - December 30, 2024) - Teako Minerals Corp. (CSE:
TMIN) (the "
Company
" or "
Teako
") is pleased to announce that: (i) it has closed a share sale
transaction pursuant to a Share Purchase Agreement ("
SPA
") with Fruchtexpress Grabher GmbH & Co
KG ("
FEx
"), whereby Teako has sold all of the shares it held in the capital of The Coring Company AS
(the "
TCC Shares
"), in consideration for C$1,675,000; and (ii) it has issued 1,916,661 common shares
("
Common Shares
") to certain insiders, employees, advisors and external consultants of the Company
(the "
Creditors
") to settle an aggregate of C$172,500 owing to such Creditors for services performed
(the "
Debt Settlement
") (see Company News Release dated December 23, 2024).
The consideration received from the sale of the Company's TCC Shares, together with the closing of the
previously announced Debt Settlement transaction, significantly strengthens the Company's balance
sheet and provides more flexibility with respect to executing work programs on its priority project areas
in Norway. This includes its Løkken high-grade copper-cobalt-zinc project, for which the Company has
recently obtained permits for a diamond drilling program to be conducted prior to March 31, 2025 (see
Company News Release dated December 4, 2024).
Share Purchase Agreement
Under the SPA, the total consideration for the TCC Shares was an aggregate purchase price of
C$1,675,000, consisting of: (i) C$525,000 cash; and (ii) C$1,150,000 deemed repayment of the
principal amount owed by Teako to FEx pursuant to two shareholder loan agreements dated August 25,
2023, and September 10, 2024, respectively (the "
Loan Agreements
"). By their terms, the Loan
Agreements had a five-year term, bearing interest at 4% per annum, calculated monthly and
compounded annually, with interest repayable annually in Common Shares.
Concurrently with the closing of the transactions under the SPA, Teako issued 218,447 Common Shares
to FEx (138,082 at a deemed price of $0.075 per share and 80,365 at a deemed price of $0.06 per
share) in full and final satisfaction of all accrued and unpaid interest due under the Loan Agreements,
and the Loan Agreements were terminated. All of the Common Shares issued by Teako as interest
payments under the Loan Agreements are subject to a four-month and one-day statutory hold period.
Shares for Debt
Pursuant to the Debt Settlement, the Company issued an aggregate of 1,916,661 Common Shares to
the Creditors at a deemed price of $0.09 per Common Share, as evidenced by the shares for debt
agreements entered into between Teako and each Creditor in connection with the Debt Settlement. All
of the Common Shares issued under the Debt Settlement will be subject to a four-month and one-day
statutory hold period.
The Private Placement
On August 19, 2024, the Company announced the Offering, and as announced on August 29, 2024,
Teako closed the first tranche of the Offering, issuing 4,545,433 Common Shares for aggregate gross
proceeds of approximately $409,090. Due to challenges closing the second and final tranche following a
decline in share price subsequent to the announcement, the Company has decided to terminate the
Offering.
Related Party Disclosure
FEx is a "related party" of the Company, and the Loan Agreements, SPA, and matters relating thereto
are considered to be "related party transactions" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") requiring the Company,
in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the
related party transactions.
Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company relied on exemptions from the
formal valuation and minority shareholder requirements, respectively, as the fair market value of the
SPA, nor the fair market value of the consideration for the SPA exceeds 25% of Teako's market
capitalization.
The issuance of an aggregate of 1,916,661 Common Shares to the Creditors of the Company and
matters related thereto constitute a "related party transaction" as such term is defined in MI 61-101.
Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company relied on exemptions from the
formal valuation and minority shareholder approval requirements, respectively, as neither the fair market
value of such Common Shares nor the Debt Settlement exceeds 25% of the Company's market
capitalization.
Neither the Company nor any director or senior officer of the Company has knowledge, after reasonable
inquiry, of any prior valuation in respect of the Company that relates to the subject matter of or is
otherwise relevant to the transactions, which has been made in the 24 months prior to the date of this
press release. The Company did not file a material change report more than 21 days before the
expected closing as the details of the transactions were not finalized until immediately prior to its
advance, and the Company wished to close the transactions as soon as practicable for sound business
reasons.
About Teako Minerals Corp.:
Teako Minerals Corp. is a Vancouver-based mineral exploration company committed to acquiring,
exploring, and developing mineral properties in Norway for copper, cobalt, zinc and molybdenum. The
adoption of technologies such as the SCS Exploration Product aligns with its strategy to remain at the
forefront of the rapidly evolving mining industry.
Contact Information:
Sven Gollan - CEO
T: +1 (604)-871-4301
Email:
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities
legislation, concerning the business of Teako. Forward-looking information is based on certain key
expectations and assumptions made by the management of Teako. In some cases, you can identify
forward-looking statements by the use of words such as "will," "may," "would," "expect," "intend," "plan,"
"seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "could" and
variations of these terms and similar expressions, or the negative of these terms or similar expressions.
Forward-looking statements in this press release include (i) expectations regarding the characteristics,
value drivers, and anticipated benefits of the SPA; (ii) expectations regarding the Company's financing
plans, closing times, receipt of regulatory approvals, and future development opportunities; and (iii)
expectations concerning the Company's business plans and operations. Although Teako believes that
the expectations and assumptions on which such forward-looking information is based are reasonable,
undue reliance should not be placed on the forward-looking information because Teako can give no
assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, by their very nature, they involve
inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due
to a number of factors and risks. These include but are not limited to, risks associated with the mineral
exploration industry in general (e.g., operational risks in development, exploration and production; the
uncertainty of mineral resource estimates; the uncertainty of estimates and projections relating to
production, costs and expenses, and health, safety and environmental risks), constraint in the availability
of services, commodity price and exchange rate fluctuations, changes in legislation impacting the mining
industry, adverse weather conditions and uncertainties resulting from potential delays or changes in
plans with respect to exploration or development projects or capital expenditures. These and other risks
are set out in more detail in Teako's interim Management's Discussion and Analysis, October 31, 2024.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted. Neither
the CSE nor its market regulator accepts responsibility for the adequacy or accuracy of this press
release.
Not for dissemination in the United States or distribution through U.S. newswires
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