SOURCE: Flying Monkey Capital Corp.

September 05, 2017 16:19 ET

Flying Monkey Capital Corp. Announces Amendment to Terms of Letter of Intent and Update on Proposed Qualifying Transaction

VANCOUVER, BC--(Marketwired - September 05, 2017) - Flying Monkey Capital Corp. ("FMCC" or the "Company") (TSX VENTURE: FMK.P), a capital pool company, announces that subsequent to its News Release dated July 6, 2017 it has entered into an Amendment Agreement dated August 24, 2017, to the Letter of Intent dated July 6, 2017 (the "LOI") for the acquisition (the "Proposed Transaction") of Fabled Copper and Gold Corp. ("Fabled"). The Company further announces details regarding its Annual and General Special Meeting to be held on October 2, 2017.

Amendment to Letter of Intent with Fabled

The Amendment Agreement alters the terms of the Proposed Transaction in that those Fabled shareholders who have paid less than $0.05 cash per share will now receive one post consolidated FMCC share for every 2 Fabled shares currently held rather than 1 post consolidated FMCC share for every 2.783333333333333 Fabled shares held as was the case under the LOI. Those Fabled shareholders who paid $0.05 cash or more for their shares will still receive one post consolidated FMCC share in exchange for every one Fabled share held.

There are currently 86,100,100 Fabled common shares issued and outstanding, 83,500,100 of those shares having been issued to shareholders who paid less than $0.05 cash for their shares and 2,600,000 of those shares issued to shareholders who paid $0.05 or more cash for their shares. This will result in FMCC issuing an aggregate of 44,350,050 post-consolidated common shares to current Fabled shareholders.

There are currently 5,612,001 FMCC common shares issued and outstanding, as well as 561,200 stock options of the Company outstanding. Upon completion of the planned 3 to 1 share consolidation of FMCC shares, the Proposed Transaction and including those securities issued in the proposed $1,000,000 private placement by Fabled at $0.15 a share, there are expected to be a minimum of 52,887,384 consolidated common shares of the Company issued and outstanding, and 187,067 stock options of the Company.

All other details of the Proposed Transaction remain as outlined in FMCC's News Release dated July 6, 2017.

Annual General and Special Meeting ("AGSM").

The Company will hold its AGSM on October 2, 2017 at 2:00 pm P.S.T. Amongst more general matters, at the meeting the Company will ask its shareholders to approve a potential transfer of the Company to the NEX board of the Exchange, and the cancellation of 50% of its seed shares. The Company will ask the shareholders to make the transfer and cancellation of shares to be executable by the board of directors of the Company should the Proposed Transaction not close prior to the Company's delist deadline as mandated by the Exchange.

Further information on the Company's AGSM can be found in its information circular to be posted to SEDAR on September 6, 2017

General

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Other Information and Updates

FMCC and Fabled will continue to provide further details in respect of the Transaction, in due course, by way of news releases.

Certain statements in this news release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward-looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to the treatment of fractional common shares, the procedure for the exchange of common shares pursuant to the Consolidation.

Forward-looking information reflects current expectations of management regarding future events as of the date of this news release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to FMCC. The forward-looking information is made as of the date of this news release and FMCC assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

Contact Information

  • For further information please contact:
    Larry K. Doan
    President and C.E.O..
    Flying Monkey Capital Corp.
    Phone: 778.867.8874