SOURCE: Flying Monkey Capital Corp.

July 06, 2017 15:31 ET

Flying Monkey Capital Corp. Announces Proposed Qualifying Transaction

VANCOUVER, BC--(Marketwired - July 06, 2017) - Flying Monkey Capital Corp. ("FMCC" or the "Company") (TSX VENTURE: FMK.P), a capital pool company, is pleased to announce that it has entered into a Letter of Intent dated July 6, 2017 (the "LOI") for the acquisition (the "Proposed Transaction") of Fabled Copper and Gold Corp. ("Fabled"), a private company incorporated under the Provincial Laws of British Columbia. Upon completion of the Proposed Transaction, the business of Fabled will become the business of FMCC.

FMCC is a capital pool company and the Proposed Transaction is intended to constitute the Company's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and accordingly will not require the approval of FMCC's shareholders.

All amounts referred herein are in Canadian dollars unless otherwise indicated.

About Fabled

Fabled Copper and Gold Corp. was incorporated by articles of incorporation dated April 26, 2016 under the Business Corporations Act (British Columbia).

Fabled's principal business activity is mineral exploration. The registered head office of Fabled is located at 2300 - 1066 West Hastings Street, Vancouver, B.C. V6E 3X2.

Fabled is in the business of acquiring and exploring copper projects. As of June 2017, Fabled has acquired the rights to explore three copper properties in British Columbia

Fabled has three principal copper properties, the Neil/Ram Creek Property, the Ribbon Property and the Toro Property. All three properties lie within the Omineca Mining Division in British Columbia. From an exploration and development perspective these three properties are considered high priority targets. They have well documented mineral occurrences, significant historical investments with identified targets to explore and are close to infrastructure (both accessible by road with nearby rail and power).

While Fabled will continue to evaluate other mineral opportunities as they arise, they are determined to remain prudent and disciplined in advancing their high quality mineral portfolio up the value chain, thereby ultimately creating a return on investment for their shareholders.

Fabled as a company and thereby its property interests are at an early stage of exploration and, in common with many exploration companies, it is seeking financing for its exploration and appraisal activities in discrete tranches.

Fabled has not yet completed any financial statements to date but as of the date of this News Release has cash assets of $200,256 and liabilities of $29,437.

Fabled has three shareholders who beneficially own, direct or control more than 10% of Fabled's common shares on a non-diluted basis: Ganbold Dogsom - advisory committee member (29.04%), David W. Smalley - director (17.42%), Peter J. Hawley - director (17.42%) and Michael B. Harrison - director and C.E.O. (17.42%)

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, FMCC and Fabled will complete a business combination by way of share exchange agreement, amalgamation, merger, take-over bid, plan of arrangement or other similar transaction. Where the Fabled shareholders have paid less than $0.05 cash per share they will receive one post-consolidated FMCC common share (the "Transaction Shares"), for every 2.783333333333333 Fabled Shares currently held. Where the Fabled shareholders have paid $0.05 or more cash per share they will receive one post-consolidated FMCC common share (the "Transaction Shares"), for every one Fabled Share currently held. The Transaction Shares will be issued to the shareholders of Fabled pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares will be subject to resale restrictions as required under the applicable securities legislation and the Exchange and will also be subject to escrow restrictions as required by the Exchange.

In connection with the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will change its name to a name acceptable to Fabled and to applicable regulatory authorities (the "Name Change").

It is expected that upon completion of the Proposed Transaction, the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions, including execution of a definitive agreement, completion of satisfactory due diligence and receipt of applicable regulatory approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Name Change and Consolidation

Prior to the completion of the Proposed Transaction, FMCC will complete a share consolidation on a 3 to 1 basis (three pre-consolidated shares for one post-consolidated share) (the "Share Consolidation"), as approved by its shareholders at an AGM held on March 15, 2016. The name of the Resulting Issuer following the Name Change is expected to be "Fabled Copper and Gold Corp."

There are currently 86,100,000 Fabled common shares issued and outstanding, 83,500,000 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 32,600,000 post-consolidated common shares to Fabled shareholders. These numbers shall be adjusted accordingly to account for any common shares issued by Fabled in connection with the Private Placement. Upon completion of the Proposed Transaction, the business of Fabled will become a wholly-owned subsidiary of FMCC.

There are currently 5,612,001 FMCC common shares issued and outstanding, as well as 561,200 stock options of FMCC outstanding. Upon completion of the Share Consolidation, the Proposed Transaction and including those securities issued in the Private Placement discussed below, there are expected to be a minimum of 41,137,334 and a maximum of 47,804,001 post-consolidated FMCC common shares issued and outstanding, and 187,067 stock options of FMCC.

Upon completion of the Proposed Transaction, all FMCC common shares to be issued to holders of Fabled shares upon completion of the Proposed Transaction may be subject to resale restrictions under securities laws and the policies of the Exchange, as applicable. In addition, all common shares held by Principals of FMCC (as such term is defined in the policies of the Exchange) will be held in escrow in accordance with the policies of the Exchange.

Proposed Private Placement

Prior to or concurrent with the Closing of the Proposed Transaction, either Fabled, or FMCC, or a combination of the two will complete a financing or financings (debt or equity) (the "Private Placement") for a minimum of $1,000,000 and a maximum of $2,000,000 at a price no less than $0.15 per share. The resulting funds will provide the Resulting Issuer with sufficient working capital. All securities issued pursuant to the Private Placement will be subject to a hold period of four months and one day.

The proceeds raised will be used to fund the costs associated with completing the Proposed Transaction, mineral exploration and working capital.

Commission may be paid on proceeds raised commensurate with industry norms. It is not known if any investment dealer or other registrant will be engaged to assist with fund raising activities.

Sponsorship

FMCC will choose a suitable Canadian securities company to act as sponsor in connection with the Proposed Transaction. Any agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Conditions Precedent

The parties' obligations to complete the Proposed Transaction are subject to the satisfaction of customary conditions precedent including:

  1. all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Proposed Transaction and the Private Placement being obtained;
  2. the approval or consent by shareholders of Fabled of the Proposed Transaction, has been obtained to the extent applicable;
  3. FMCC has completed the Name Change and Share Consolidation on the terms set forth above;
  4. The Private Placement has been completed and raised not less than $1,000,000;
  5. the parties have been satisfied with the results of their respective due diligence reviews in connection with the Proposed Transaction; and
  6. the Exchange has conditionally accepted the common shares of the Resulting Issuer for listing, subject to the Resulting Issuer fulfilling the listing requirements of the Exchange.

Directors, Officers and Insiders of Resulting Issuer

On completion of the Proposed Transaction, the directors, officers and insiders of the resulting issuer are anticipated to be the individuals below.

Michael B. Harrison - Director & C.E.O.

Mr. Harrison was previously a partner and instrumental in building an international franchise organization that provides management training and development programs throughout the world. Previously an investment banker he worked for one of Canada's oldest brokerage firms achieving the position of Chief Development Officer by 1994.

Mr. Harrison has a proven track record of arranging large scale financing for both public and private companies in both North America and Asia. He was part of a biotech company that successfully commercialized its technology and divested it to a large pharmaceutical company. He has also been heavily involved in mining, acting as President of two public companies and a private company in Asia, one of which was sold for in excess of $800 million.

David W. Smalley - Director

Mr. Smalley is the principal of David Smalley Law Corporation where he practices Corporate and Securities law, prior to which he was a partner at Fraser and Company LLP in Vancouver, BC. He was called to the bar of the Law Society of British Columbia in 1989. Mr. Smalley earned a Bachelor of Laws degree from the University of British Columbia in 1988 and a Bachelor of Arts degree from the University of Victoria in 1985.

He has been an officer and director of numerous public companies over the last 20 years as well as serving as chair of numerous audit and governance committees. Mr. Smalley was one of the founders of Canaco Resources (now Orca Gold) and is currently a director and chair of the audit committee of Scorpio Gold Corporation.

Peter J. Hawley - Director

Mr. Hawley is a geologist with over 36 years of experience in the exploration and mining industry. He has worked as a consulting geologist to a large number of intermediate and senior mining companies, including Teck Corp., Noranda Inc., Placer Dome Inc. and Barrick Gold Corp. Mr. Hawley obtained his B.Eng in Mining from St. Francais Xavier, University, Nova Scotia IN 1978 and his B.Sc. in Geology from Concordia University in 1983. He is registered as a P. Geo in Quebec.

Mr. Hawley has extensive experience in building junior mining companies and has raised over $300 million for the various ventures he has been involved in. He was a founder of Scorpio Gold Corporation, a producing gold mining company listed on the TSX Venture Exchange and served as its President until August 2016 and C.E.O. until November 2016. He was also a founder of Scorpio Mining Corporation (now Americas Silver Corp.) as well as President and C.E.O. from 1998 until 2010 and was a founder of Niogold Mining Corporation (now Osisko Mining Corp.) both of which continue to trade on the TSX.

Mr. Hawley continues to be a director of Scorpio Gold Corporation and Americas Silver Corp. and is Director and Chairman of Defiance Silver Corp. which trades on the TSX Venture Exchange.

Luc Pelchat - Director

Mr. Pelchat is the founder and President of the Canadian Chamber of Commerce in North Mexico. Following 24 years with a Canadian multinational company operating in the construction industry, Mr. Pelchat formed a number of his own companies and has realized multiple projects in the construction industry in Mexico. He has extensive business, financial and human resources experience in Canada, Mexico and Africa.

Mr. Pelchat is currently a director of Scorpio Gold Corp. listed on the TSX Venture Exchange.

John Kowalchuk - Vice President Exploration

John Kowalchuk is the Technical Advisor and Qualified Person for Fabled Copper and Gold Corp. Mr. Kowalchuk has spent 45 plus years with a range of junior and senior mining companies, including Placer Dome and DuPont of Canada. He has served as a director and officer of several junior mining and exploration companies. He was instrumental in the discovery of the Kerr Copper-Gold Porphyry in the Eskay Creek region of British Columbia, and the Stratiform Howard's Pass Zinc-Lead Deposit in the Yukon Territory. While managing the Whitehorse regional office for Placer Dome Ltd. Mr. Kowalchuk studied the Werneke Breccias which provide an IOCG model for the Breccias in northern British Columbia.

Rodney W. Reum - CFO

Rodney Reum, B.Comm., CGA, has over 35 years of experience in business, accounting and finance in both the public and private sectors. Mr. Reum received his Bachelor of Commerce from the University of Alberta in April, 1979 and obtained a professional accounting designation (CGA) shortly thereafter. Mr. Reum is a Director, and was President and Chief Executive Officer of Mission Ready Services Inc. from its inception in 2011 until May 2017. Mr. Reum was also CFO and Director of Altek Power Corporation, which was listed on the TSX Venture Exchange and the Frankfurt Exchange and specialized in gas-fired turbine-powered electrical and thermal energy.

Andrew T. Hunter - Corporate Secretary

Mr. Hunter is a Scottish solicitor who obtained his LLB from the University of Dundee in 2006 and his LLM in Professional Legal Practice from the University of Strathclyde in 2013. Mr. Hunter has 4 years experience of private practice in Scotland and has worked as a corporate and securities paralegal since moving to Canada in 2015. He has experience all manner of corporate and securities law issues and in conducting effective corporate governance procedures.

Trading Halt

The shares of FMCC will remain halted until completion of the Qualifying Transaction.

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.

All information contained in this news release with respect to FMCC and Fabled was supplied by the parties, respectively, for inclusion herein, and FMCC and its directors and officers have relied on Fabled for any information concerning such party. Mr. Peter J. Hawley, P.Geo., a director of Fabled, is a qualified person who has reviewed and approved the technical disclosure in this press release.

Statements in this press release regarding FMCCs business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

Forward Looking Statements

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. 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 Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

In the case of Fabled, this news release includes certain "forward-looking statements" which are particular to Fabled and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe Fabled's future plans, objectives or goals, including words to the effect that Fabled or its management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to Fabled, Fabled provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Fabled's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, inadequate metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks to be disclosed in the filing statement or other disclosure document to be prepared in connection with the Proposed Transaction. Although Fabled believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Fabled disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Contact Information

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