Accordingly, upon closing of the Amalgamation, it is anticipated that Lynnwood will issue an aggregate of 25,455,880 Lynnwood Shares to the shareholders of Tantalex, and up to 15,000,000 Lynnwood Shares to purchasers in connection with the proposed Private Placement. Following completion of the Amalgamation the former shareholders of Tantalex will own approximately 61.23% of the Lynnwood Shares, current shareholders of Lynnwood will hold approximately 2.69% of the Lynnwood Shares and purchasers under the Private Placement will hold approximately 36.08% of the Lynnwood Shares (assuming the Private Placement is fully subscribed). Accordingly, the Amalgamation will constitute a reverse take-over of Lynnwood.
The Amalgamation is an arm's length transaction and therefore is not a related party transaction.
Following completion of the Amalgamation, the Amalgamated Corporation will be a wholly owned subsidiary of Lynnwood. The parties also agreed that, subject to Exchange approval, a finder's fee of $65,000 will be payable to Eosphoros Asset Management Incorporated in connection with the Amalgamation.
After giving effect to the Amalgamation, it is expected that Lynnwood will carry on business under the name "Tantalex Resources Inc." (or such other name as may be acceptable to applicable authorities) and the Lynnwood Shares are expected to be listed on the CNSX under a new trading symbol.
Concurrent Private Placement
In conjunction with the Amalgamation, Tantalex expects to complete a non-brokered private placement (the "Offering") to raise gross proceeds of a maximum of $3,000,000 (the "Maximum Offering") through the issuance of units (a "Unit") at $0.20 per Unit. Each Unit shall consist of one Tantalex Share and one warrant (a "Warrant"), with each Warrant entitling the holder thereof to acquire one Tantalex Share at a price of $0.35 for a period of 24 months from the closing of the Amalgamation. Agents/finders will be entitled to a commission of 8% of the aggregate gross proceeds raised as well as agent's options (the "Agent's Options") equal to 8% of the aggregate number of Units purchased. Each Agent's Option will entitle the holder thereof to purchase one Tantalex Share at an exercise price of $0.20 per Tantalex Share for a period of 24 months from the closing of the Amalgamation.
The net proceeds from the Private Placement will be used to finance Tantalex's expenditures on its mineral properties and for general working capital.
The proposed management of Tantalex following the completion of the Amalgamation will be as follows:
Dave Gagnon, Chief Executive Officer and Director
Dave Gagnon is currently the Chief Executive Officer of Tantalex and Chairman of Charbone Buckell ltd., a private equity firm focusing on mining investments. Mr. Gagnon began his career in 1981, developing international opportunities for a family business in the resources sector. In 1998, he put forward a partnership to develop internal markets with Expordev, a subsidiary of the Caisse de depot et placement du Quebec, and the participation of Bombardier Inc., SNC Lavalin Inc., Telesystems Inc., Bronterra and Export Development Canada (EDC). In 2000, Mr. Gagnon decided to focus its efforts on sustainable development and, more specifically, wind energy. Mr. Gagnon was the founder and Chief Executive Officer of AAER Inc. a public issuer involved in the renewable energy sector, prior to his involvement with Tantalex.
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