Vancouver, British Columbia–(Newsfile Corp. – February 24, 2022) – Column Capital Corp. (TSXV: CPC.P) (“Column“) and Largo Physical Vanadium Corp. (“LPV“) are pleased to announce that, pursuant to the proposed transactions announced in Column’s press release dated February 2, 2022, LPV has entered into an engagement letter dated February 24, 2022 with Sprott Capital Partners LP (“Sprott“) whereby Sprott has agreed to act as Chief Agent on its own behalf or on behalf of a syndicate of one or more additional agents (collectively, the “Officers“) in respect of the proposed private placement through a broker (the “Funding“) LPV Subscription Receipts (the “LPV Subscription Receipts“). The Financing should be carried out within the framework of the “Eligible transaction” of Column on the TSX Venture Exchange (the “To exchange“), as that term is defined in Exchange Policy 2.4 – Seed capital companies.
Pursuant to the Financing, LPV proposes to issue a minimum of 2,500,000 LPV Subscription Receipts and up to a maximum of 10,000,000 LPV Subscription Receipts, subject to increase if the Over-Allotment Option (as defined herein below) is exercised, at a price of $2.00 per LPV Subscription Receipt (the “Issue price“) for minimum aggregate gross proceeds of $5,000,000 and maximum aggregate gross proceeds of $20,000,000. Each LPV Subscription Receipt will be automatically exchanged, without further consideration and without further action on the part of its holder, for a ordinary share of LPV (a “Ordinary share“), subject to customary anti-dilution provisions, upon delivery by LPV and Sprott (for and on behalf of the Agents) to a subscription receipt and to a trustee to be appointed for the Financing (the “Escrow Agent“), a notice of release from receivership confirming the fulfillment of certain conditions (the “Escrow Release Terms“), provided that such escrow release conditions have been satisfied no later than 90 days after funding closes (the “Escrow Deadline“). It is expected that the conditions for release from escrow will include, among other things, that all conditions precedent to the closing of the Qualifying Transaction will have been satisfied or waived, including all necessary regulatory approvals (including the stock exchange approval).
As part of the Qualifying Transaction, it is expected that Column will complete a consolidation of its common shares prior to the completion of the Qualifying Transaction (the “Consolidation“) at a consolidation ratio that will reflect a post-consolidation price of $2.00 per Column common share. The consolidation is subject to applicable regulatory approvals, including stock exchange approval. Assuming the completion of the consolidation , upon closing of the Qualifying Transaction, each Common Share will be exchanged for one Common Share of the Resulting Issuer (the “Resulting emitter“) of the qualifying transaction.
In connection with the Funding, Agents shall be entitled to receive, upon satisfaction of the conditions of release of the Escrow prior to the Escrow Deadline, a cash commission equal to five percent (5%) of the gross proceeds of the Funding. .
LPV granted Agents an option (the “Over-allotment option“) to sell up to 1,500,000 additional LPV Subscription Receipts at the issue price for additional aggregate gross proceeds of up to $3,000,000, on the same terms and conditions as the financing. The Over-Allotment Option may be exercised, in whole or in part, up to 48 hours before the closing of the Financing (the date of this closing, hereinafter referred to as the “Closing Date“).
On the Closing Date, the gross proceeds of the Financing, less the Agents’ fees (the “Escrowed Funds“) will be deposited in trust with the Escrow Agent. In the event that the conditions for the release of the Escrow are not satisfied by the Escrow Deadline, the Escrowed Funds, together with interest accrued thereon, will be returned to LPV subscription holders Receipts and LPV subscription receipts will be voided If the escrow release conditions are met on or before the escrow deadline, the funds escrowed will be released and used to fund the operations of the Resulting Issuer, including to purchase Vanadium Products and/or settle any previously entered into forward contracts for Vanadium Products, at market prices and for general corporate purposes. business.
About Column Capital Corp.
The column has been incorporated under the Business Corporations Act (British Columbia) in November 2020. Column is listed as a capital pool company on the Exchange and its common shares are listed on the Exchange under the symbol CPC.P. Column’s business objective is to identify and evaluate assets or businesses for potential acquisition by completing a qualifying transaction. Its head office is in Vancouver, British Columbia.
Trading in Column common stock is currently suspended and will remain so until the completion of the Qualifying Transaction. Column does not intend to apply to the Exchange to restore trading in Column common stock at this time.
About Largo Physical Vanadium Corp.
Largo Physical Vanadium Corp. is a corporation incorporated under the laws of the Province of British Columbia.
LPV was formed by Largo Inc. for the purpose of investing and holding substantially all of its assets in physical vanadium (as contained in commercial vanadium products, measured in vanadium unit equivalents) . LPV aims to provide a safe, convenient and exchange-traded investment alternative for investors interested in direct exposure to physical vanadium and not to speculate on short-term changes in vanadium prices.
Column and LPV will provide further details regarding the Qualifying Transaction and the Funding in due course through a subsequent press release in accordance with Exchange policies; however, Column and LPV will make available to the Exchange all information, including financial information, which may be requested or required by the Exchange.
Completion of the Qualifying Transaction and Financing is subject to a number of conditions, including, but not limited to, acceptance of the trade. All information in this press release regarding Column and LPV has been provided by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied upon the other party for any information regarding the other party.
The information in this press release contains forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statements that involve discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance are not statements of historical fact and may be forward-looking statements. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect to ”, “plan”, “predict”, “may” or “should” and the negative form of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. Column and LPV caution that all forward-looking statements are inherently uncertain and that actual performance may be affected by a number of important factors, many of which are beyond Column and LPV’s control. This forward-looking information includes statements regarding: the terms of the financing; the expected closing date; the proposed use of the proceeds of the Funding; satisfaction of the conditions of release from escrow; the appointment of the Trustee; the terms of the Consolidation and related approvals; the terms and potential exercise of the over-allotment option; the terms of the Qualifying Transaction; release of escrow funds; and the proposed activities of the Resulting Issuer. This information is based on current expectations and assumptions which are subject to significant and difficult to predict risks and uncertainties, in particular risks related to: the ability to meet the conditions for the completion of the Financing, Colonne and LPV in general, vanadium and Vanadium Redox Continuous Flow Battery (VRFB) markets and general economic and market conditions, including the risks related to the direct and indirect impact of COVID-19 and its impact on general economic and market conditions. Actual results may differ materially from the results suggested in the forward-looking information. Column and LPV undertake no obligation to update the forward-looking information in this press release, or to update why actual results may differ from those reflected in the forward-looking information, except and until as required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Column’s filings with Canadian securities regulators, which are available on SEDAR at www.sedar.com.
For more information, please contact:
Column Capital Corp.
President, Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Director
Senior Manager, External Relations
The TSX Venture Exchange has in no way passed on the merits of the Qualifying Transaction or the Financing and has neither approved nor disapproved of the contents of this press release.
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 release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including securities in The United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities law and may not be offered or sold in the United States or to, or on behalf of or for the benefit of United States Persons (as defined in Regulation S of the 1933 Act) unless registered under the 1933 Act and the applicable state securities laws, or an exemption from such registration requirements is available.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/114753