VON Capital Corp and Xplore Resources Corp. Announce Updated Terms of Qualifying Transaction and Revised Conditional Approval and Filing Statement
VON CAPITAL CORP.
News Release
VON Capital Corp and Xplore Resources Corp. Announce Updated Terms
of Qualifying Transaction and Revised Conditional Approval and Filing
Statement
July 30, 2020
VANCOUVER, British Columbia, July 30, 2020: VON Capital Corp. (VON.P)("VON" or the
"Company") , a capital pool company, and Xplore Resources Corp. (" Xplore") are pleased to
announce that further to its news releases dated March 4, 2020 , the TSX Venture Exchange
("TSXV") has granted a new conditional approval r egarding the parties’ revised terms to the
Concurrent Financing (as defined herein) in connection to the "Qualifying Transaction" as such
term is defined in Policy 2.4 of the Corporate Finance Manual (the "Policy") by way of a reverse
take-over transaction (the “Transaction”).
The Company has filed an updated Filing Statement dated July 28, 2020 (the “Filing Statement”)
with the TSXV in connection with the Transaction, and the Filing Statement is available under the
Company’s profile on SEDAR at www.sedar.com. For further details regarding the Transaction
please see the Filing Statement and Company’s previous news release dated March 4, 2020.
Updated Terms of the Concurrent Private Placement as follows:
In connection with the Transaction, Xplore will complete a non -brokered private placement of a
minimum of 6,775,000 Units of Xplore (“ Units”) to a maximum of 7,500,000 Units at a price of
$0.10 per Unit. Each Unit is comprised of one common share of Xplore (a “Xplore Share”) and
one Xplore Share purchase warrant (a “Warrant”) exercisable at a price of $0.15 per Xplore Share
for a period of two years from the date of issue (the “Expiry Date ”), for a minimum gross
proceeds of $ 677,500 and maximum proceeds of $ 750,000 (the “Concurrent Financing”). The
Expiry Date of the Warrants may be accelerated at the option of the resulting issuer (the
“Resulting Issuer ”) if at any time prior to expiration, the closing price of the shares of the
Resulting Issuer on the TSXV exceeds $0.3 0 for ten consecutive tradi ng days. The Concurrent
Financing is expected to close in the third quarter of 2020.
In connection with the Concurrent Financing , Xplore will pay finders’ fees to eligible finders ( the
“Finders”) equal to 7% of the aggregate gross proceeds of the Concurre nt Financing received
from the sale of Units to subscribers brought to the Concurrent Financing by the Finders and will
issue finders warrants (each, a “ Finders Warrant”) to Finders equal to 7% of the number of Units
sold to subscribers brought to the Conc urrent Financing by Finders. Each Finders Warrant will b e
exercisable at a price of $0.15 for a period of two years from the date of issue.
About VON
VON is a capital pool company. Its business activity is limited to identifying and evaluating assets
or business for acquisition. VON is headquartered in Vancouver, British Columbia.
About Xplore
Xplore is an Ontario-incorporated private mining exploration company, incorporated on May 28,
2018. Xplore is focused on the acquisition and development of copper and gold properties.
NOT FOR DISTRIBUTION IN THE UNITED STATES
The securities referred to in this news release have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or sold within th e
United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an
applicable exemption from the U.S. registration requirements. This news release does not
constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities.
For more information please contact VON's Chief Executive Officer, David Patterson at (604)
283-6818 or Xplore's CEO, Wes Hanson at (647) 202 7686.
On behalf of the Board of Directors of VON Capital Corp.
“David Patterson”
David Patterson
Chief Executive Officer
Neither the 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 news release.
Reader Advisory
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 F iling Statement prepared in connection with the
Transaction, any information re leased or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the s ecurities of VON should be
considered highly speculative.
Cautionary Statement Regarding “Forward-Looking Information”
Except for statements of historical fact, this news release contains certain “forward -looking
information” within the meaning of applicable securities law. In particular, forward -looking
information in this press release includes, but is not limited to, stateme nts with respect to the
timing of the closing of the Transaction, the issuance of securities and gross proceeds to be raised
pursuant to the Concurrent Financing, and the completion of the Transaction . In connection with
the forward -looking information con tained in this news release, VON has made numerous
assumptions regarding, among other things: TSXV final approval of the Transaction, the
fulfillment of the conditions of the definitive agreement and the amalgamation agreement with
respect to the Transacti on, the occurrence of the Concurrent Financing and the raise of the
minimum proceeds, and the fulfillment of the conditions stipulated in the conditional approval
letter issued by the TSXV. While VON considers these assumptions to be reasonable, these
assumptions are inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause V ON and Xplore’s
actual results or achievements to be materially different from any future results or ac hievements
expressed or implied by the forward -looking information contained herein. Such r isk factors
include: that regulatory approval may not be obtained on a timely basis, the conditions of the
definitive agreement or the amalgamation agreement may no t be fulfilled, the availability of
capital to Xplore on acceptable terms during, but not limited to, the Concurrent Financing, and
general market and economic conditions . A more complete discussion of the risks and
uncertainties is disclosed in the Filin g Statement available at www.sedar.com. All forward -
looking information herein is qualified in its entirety by this cautionary statement, and VON and
Xplore disclaim any obligation to revise or update any such forward -looking information or to
publicly announce the result of any revisions to any of the forward -looking information contained
herein to reflect future results, events or developments, except as required by law.