The Acquisition will result in a 'fundamental change of business' of Cirrus in accordance with the policies of the Canadian Securities Exchange (the 'CSE').
In connection with the closing of the Acquisition, Cirrus will change its name to 'American Copper Development Corporation', and to trade under the ticker symbol 'ACDX'.
Terms of the Transaction
Upon completion of the Acquisition, Cirrus will acquire the Lordsburg Property from the Vendors, as described in further detail in the Previous News Release, in consideration for a combination of common shares in the capital of Cirrus (the 'Common Shares'), cash, milestone payment rights (the 'Milestone Payments') and net smelter return ('NSR') royalties as further described below.
On closing of the Acquisition, Cirrus will (i) pay PPM
With respect to Milestone Payments, Cirrus will enter into a milestone payment rights agreement with PPM, or a designee of PPM (the 'Milestone Agreement'), and pay PPM the transferable right to receive cash (or subject to the terms of the Milestone Agreement, Common Shares) according to the following payment schedule: (i)
Further details of the Acquisition will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of Cirrus) to be filed in
Concurrent Equity Offering
In connection with the Acquisition, Cirrus intends to complete a best efforts private placement of approximately
This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in
About the Company
Cirrus is engaged in the business of mineral exploration and the acquisition of mineral property assets in
Contact:
Tel: (778) 372-9888
Email: invest@american-copper.com
Web: www.american-copper.com
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain 'forward-looking information' under applicable Canadian securities legislation. Forward-looking information involves risks, uncertainties, and other factors that could cause actual 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, statements with respect to: the structure, terms and conditions of the Acquisition; the completion of the Acquisition and satisfaction of any obligations thereunder, the completion of the Concurrent Financing; the satisfaction of any Milestone Payments being made; the Vendor Royalties; the Company's objectives, goals or future plans; the requisite approvals with respect to the Acquisition and the business, operations, management and capitalization of Cirrus following closing. Forward-looking information is necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in Cirrus' public documents filed on SEDAR at http://www.sedar.com and other matters discussed in this news release. Accordingly, the forward-looking information discussed in this release, including the completion of the Acquisition and Concurrent Financing, may not occur and could differ materially as a result of these known and unknown risk factors and uncertainties affecting Cirrus. Although Cirrus believes that the assumptions and factors used in preparing the forward-looking information are reasonable, undue reliance should not be placed on this 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. Except where required by law, Cirrus disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise.
Reader Advisory
Completion of the Acquisition and Concurrent Financing is subject to a number of conditions, including but not limited to CSE acceptance. The Acquisition and Concurrent Financing cannot close until these conditions are satisfied or, if applicable, waived. There can be no assurance that the Acquisition and Concurrent Financing will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the listing statement or other disclosure document to be prepared in connection with the Acquisition and Concurrent Financing, any information released or received with respect to the Acquisition and Concurrent Financing may not be accurate or complete and should not be relied upon. Trading in the securities of Cirrus should be considered highly speculative.
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