Following the Name Change, the Company's CUSIP number has changed to 03519P102 and its ISIN to CA03519P1027

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Angold completes acquisition of Federal Gold. (Credit: Capri23auto from Pixabay.)

Angold Resources Ltd., announces that it has completed the acquisition (the “Transaction”) of the privately held Federal Gold Corp. (“Federal Gold”). In accordance with the terms of the Transaction, Federal Gold has amalgamated with a wholly-owned subsidiary of the Company, 1266857 B.C. Ltd.  pursuant to the terms of a definitive amalgamation agreement among Federal Gold, the Company and 1266857 B.C. Ltd. (the “Definitive Agreement”), and the Company has changed its name to “Angold Resources Ltd.” (the “Name Change”). The common shares of the Company are expected to begin trading on the TSX Venture Exchange (the “Exchange”) at the opening of the markets on December 31, 2020 under the new ticker symbol “AAU”. Following the Name Change, the Company’s CUSIP number has changed to 03519P102 and its ISIN to CA03519P1027.

In connection with completion of the Transaction, Federal Gold completed a private placement financing (the “Financing”) through the issuance of 20,000,000 subscription receipts (each, a “Subscription Receipt”) at a price of $0.40 per Subscription Receipt, for gross proceeds of $8,000,000. Immediately prior to completion of the Transaction, each Subscription Receipt was automatically converted into one common share of Federal Gold (the “Conversion Shares”) for no additional consideration and the Conversion Shares were exchanged for common shares of the Company (the “Consideration Shares”) on a one-for-one basis pursuant to the terms of the Definitive Agreement. The proceeds of the Financing were released from escrow, following the Company receiving all applicable regulatory approvals and completing the Business Combination (the “Escrow Conditions”). Following the release of the proceeds, Federal Gold paid finders’ fees of $402,390 to certain parties who had introduced subscribers to the Financing. In addition, as further consideration, Federal Gold issued to the finders an aggregate of 1,005,975 finder warrants (the “Finders Warrants”); each Finders Warrant entitles the holder thereof to acquire one common share in the capital of the Company at an exercise price of $0.40 until December 21, 2021.

Pursuant to the terms of the Transaction, the Company has issued 35,000,001 common shares of the Company to the existing shareholders of Federal Gold, as well as 20,000,000 Consideration Shares to the existing holders of the Conversion Shares. Following completion of the Transaction, the Company has 83,941,831 common shares issued and outstanding.

In connection with the Transaction, an aggregate of 19,653,345 common shares of the Company are subject to a Tier 2 Value Escrow Agreement in accordance with the policies of the Exchange. In addition, an aggregate of 38,762,861 common shares of the Company are subject to voluntary pooling arrangements entered into between the Company and certain holders, pursuant to which twenty-five percent (25%) of such common shares will be released from the resale restriction on the date that is three (3) months following the date of the Final Exchange Bulletin (as such term is defined in the policies of the Exchange); a further twenty-five percent (25%) of such common shares will be released from the resale restriction on the date that is six (6) months following the date of the Final Exchange Bulletin; a further twenty-five percent (25%) of such common shares will be released from the resale restriction on the date that is nine (9) months following the date of the Final Exchange Bulletin; and the remaining twenty-five percent (25%) of such common shares will be released from the resale restriction on the date that is twelve (12) months following the date of the Final Exchange Bulletin.

Board of Directors and Management

Following completion of the Transaction, the board of directors of the Company has been reconstituted to consist of Adrian Rothwell, Galen McNamara, Brandon Bonifacio and Rony Zimmerman. Management of the Company has also been reconstituted to consist of Adrian Rothwell as Chief Executive Officer and Gavin Cooper as Chief Financial Officer and Corporate Secretary.

 

 

Source: Company Press Release