Orcus Resources Ltd. Announces Filing of Filing Statement with Respect to its Qualifying Transaction with Western Metallica Corp.
Orcus Resources Ltd. Announces Filing of Filing Statement with Respect to its Qualifying
Transaction with Western Metallica Corp.
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES
TORONTO, ON / April 5, 2022 / Orcus Resources Ltd. (TSXV: ORCS.P) (the “Company”), a
Capital Pool Company, as defined in the policies of the TSX Venture Exchange (the “TSXV”), is
pleased to announce that, in connection with its previously announced “Qualifying Transaction”
pursuant to TSXV Policy 2.4 - Capital Pool Companies (the “Transaction”) with Western Metallica
Corp. (“Western Metallica ”), the Company has filed a filing statement dated March 31, 2022,
prepared in connection with the Transaction (the “Filing Statement”) on the Company’s profile on
SEDAR at www.sedar.com. Following the completion of the Transaction, the Company (the
“Resulting Issuer”) will carry on the business of Western Metallica and intends to change its name
to “Western Metallica Resources Corp.”.
The completion of the Transaction is subject to a number of conditions, including, but not limited to,
receipt of all required regulatory approvals, including the final approval of the TSXV and satisfaction
of other customary closing conditions. Upon completion of the proposed Transaction, the Company
is expected to meet all of the minimum listing requirements of the Exchange for a Tier 2 Mining issuer
(as defined in the policies of the TSXV).
Trading of the Company's common shares will remain halted until such time as the TSXV may
determine, having regard to the completion of certain requirements pursuant to the CPC Policy. It is
anticipated that the common shares of Company, as the Resulting Issuer, will resume trading under
the symbol “WMS” on or about April 14, 2022, following completion of the Transaction and the
publication of a final exchange bulletin by the TSXV in respect of the closing of the Transaction.
Further details of the Transaction can be found in the Filing Statement. The Company will provide
additional updates with respect to the Transaction in future news releases.
About Orcus Resources Ltd.
Orcus was incorporated under the Business Corporations Act (British Columbia) on September 28,
2020, and is a Capital Pool Company listed on the TSXV. Orcus has no commercial operations and
has no assets other than cash. The only business of Orcus is to identify and evaluate assets or
businesses with a view to completing a Qualifying Transaction, in accordance with Policy 2.4 of the
TSXV.
About Western Metallica Corp.
Western Metallica is a private company existing under the laws of the province of Ontario and is in
the business of mineral resource exploration and development. Western Metallica’s principal asset
is its 100% interest in Penedela Gold Property in the “Navelgas Gold Belt” in Asturias, Spain.
Western Metallica also has an interest in two other Spanish gold projects in the “Navelgas Gold
Belt” in Asturias (Valledor and Sierra Alta) and one project located in Andalucia (Nueva Celti).
For further information:
Orcus Resources Ltd.
Deepak Varshney
Chief Executive Officer, Corporate Secretary and Director
778-899-1780
Western Metallica Corp.
Greg Duras
Chief Financial Officer and Director
416-576-3136
Cautionary Note Regarding Forward-Looking Statements
The TSXV has in no way passed upon the merits of the Transaction and has neither
approved nor disapproved the contents of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies
of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains statements that constitute “forward looking statements.” Such forward
looking statements involve known and unknown risks, uncertainties and other factors that may
cause the Company’s actual results, performance or achievements, or developments to differ
materially from the anticipated results, performance or achievements expressed or implied by such
forward-looking statements. There can be no assurance that such statements will prove to be
accurate and actual results, and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ materially from the
Company's expectations include the failure to satisfy the conditions to completion of the
Transaction set forth above and other risks detailed from time to time in the filings made by the
Company pursuant to applicable Canadian securities laws.
Although the Company believes, in light of the experience of its officers and directors, current
conditions and expected future developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking information are reasonable,
undue reliance should not be placed on them because the Company can give no assurance that
they will prove to be correct. When used in this press release, the words “estimate”, “project”,
“belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these
words or such variations thereon or comparable terminology are intended to identify forward-
looking statements and information. The forward-looking statements and information in this press
release include information relating to the business plans of the Resulting Issuer, the listing of
Resulting Issuer Shares on the TSXV and the completion of the Transaction. Such statements and
information reflect the current view of the Company. Risks and uncertainties that may cause actual
results to differ materially from those contemplated in those forward-looking statements and
information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements, or other future
events, to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such factors and risks include, among others: (a)
following completion of the Transaction, the Company may require additional financing from time
to time in order to continue its operations which may not be available when needed or on
acceptable terms and conditions acceptable; (b) compliance with government regulation; (c)
domestic and foreign laws and regulations could adversely affect the Company's business and
results of operations; (d) the stock markets have experienced volatility that often has been
unrelated to the performance of companies and these fluctuations may adversely affect the price
of the Company's securities, regardless of its operating performance; (e) the impact of COVID-19;
and (f) the potential inability of the Company and Western Metallica to complete the Transaction.
The forward-looking information contained in this news release represents the expectations of the
Company as of the date of this news release and, accordingly, is subject to change after such date.
Readers should not place undue importance on forward-looking information and should not rely
upon this information as of any other date. The Company undertakes no obligation to update these
forward-looking statements in the event that management's beliefs, estimates or opinions, or other
factors, should change.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities in the United States. The Company's securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the " U.S. Securities Act") or any
state securities laws and may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.