Welcome!

News Feed Item

Marching Moose Capital Corp. Announces Update on Definitive Agreement with Avidian Gold Inc.

VANCOUVER, BC--(Marketwired - June 19, 2017) - Marching Moose Capital Corp. (TSX VENTURE: MMC.P) ("MMCC" or the "Company"), is pleased to provide an update on the amalgamation agreement it has entered into with Avidian Gold Inc. ("Avidian") and MCCC Amalco Ltd. ("AcquisitionCo"), a wholly owned subsidiary of MMCC, dated March 13, 2017 (the "Amalgamation Agreement") with respect to the business combination of MMCC and Avidian (the "Transaction"). The Transaction was announced in news releases dated October 26, 2016 and April 18, 2017. The Transaction will constitute MMCC's Qualifying Transaction ("QT") as set forth in Policy 2.4 of the TSX Venture Exchange (the "Exchange").

In order to obtain the necessary working capital for the Transaction, Avidian is currently in the process of completing a non-brokered offering of units of Avidian (the "Units"), at the price of $0.20 per Unit for gross proceeds of up to $3,500,000 (the "Financing"). Each Unit will be comprised of one common share of Avidian and one-half of one common share purchase warrant (the "Warrants"). Each whole Warrant is exercisable at $0.35 per share for a period of 24 months after closing of the Financing. The expiry date of the Warrants may be accelerated at any time following the 4-month anniversary of the date on which the common shares of Avidian are listed for trading on a Canadian securities exchange, or where the Transaction or any similar transaction has been completed, at any time following the 4-month anniversary of the date the common shares of the resulting issuer of such transaction begins trading on Canadian securities exchange, and prior to the expiry date but only where the volume-weighted average price of the common shares is greater than $0.46 (or such other price that is equivalent to $0.46 multiplied by a conversion ratio applicable to the common shares in connection with a transaction pursuant to which the common shares of Avidian or common shares of an applicable resulting issuer become listed on a Canadian securities exchange) (the "Warrant Acceleration Price") for a period of 20 consecutive trading days, at which time Avidian or the applicable resulting issuer may accelerate the expiry date by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 20th calendar day after the date of such press release (the "Warrant Acceleration"). The Financing is being done in lieu of the equity financing of subscription receipts as announced in the Company's press release of April 18, 2017.

In accordance with the Transaction as earlier announced, and as announced in MMCC's news release dated April 28, 2017, MMCC has completed a share consolidation on a 2 to 1 basis (two pre-consolidated shares for one post-consolidated share) (the "Share Consolidation"), as approved by its shareholders at an AGM held on November 25, 2015. The Avidian shareholders will receive one post-consolidation MMCC share (a "Post-MMCC Share") for every 2.17 Avidian common shares (the "Avidian Shares") currently held. The Post-MMCC Shares issued to the shareholders of Avidian (including those issued pursuant to the Financing) will be exempt from registration and prospectus requirements of applicable securities laws, and they will not be subject to resale restrictions other than escrow restrictions applicable to insiders as required by the Exchange. If the Financing is completed for aggregate gross proceeds of $3,500,000 and 17,500,000 Units are sold at $0.20 per Unit, a total of 17,500,000 Avidian Shares and 8,750,000 Warrants will be issued. Accordingly, after the Transaction and allowing for the Share Consolidation and the issuance of one Post-MMCC Share for every 2.17 Avidian Shares, the Financing would be equivalent to the sale of 8,064,516 units (the "New Units") sold at $0.434 per New Unit, with each New Unit consisting of one Post-MMCC share and one-half of one common share purchase warrant (the "New Warrants") for a total of 8,064,516 Post-MMCC Shares and 4,032,258 New Warrants. Each New Warrant will be exercisable at $0.76 per Post-MMCC Share for a period of 24 months after closing of the Financing. The New Warrants shall contain the Warrant Acceleration and the Warrant Acceleration Price shall be adjusted from $0.46 to $1.00.

There are currently 89,149,786 Avidian Shares issued and outstanding. It is expected that Avidian will issue an additional 5,400,000 Avidian Shares pursuant to the exercise of convertible debentures prior to completion of the Transaction. This will result in MMCC issuing an aggregate of 43,571,329 revised number post-consolidated MMCC Shares to Avidian shareholders. These numbers shall be adjusted accordingly to account for any Units issued by Avidian in connection with the Private Placement which are exchanged for New Units pursuant to the Transaction.

There are currently 1,820,003 Post-MMCC Shares issued and outstanding and 346,650 stock options of MMCC outstanding. The holders of the MMCC stock options have agreed to cancel their stock options save and except for 55,200 options held by David W. Smalley.

Completion of the Transaction is subject to an outside date of July 11, 2017 (extended from a former outside date of June 15, 2017) and various closing conditions, which are usual and appropriate for an amalgamation, including but not limited to:

  • the confirmation of representations and warranties of each of MMCC, Avidian and AcquisitionCo as set out in the Amalgamation Agreement being true and correct at the closing of the Transaction;
  • the absence of any material adverse change in respect of any of the parties;
  • the parties receiving all requisite regulatory approval, including the approval of the Exchange, and any third party approvals and authorizations; and
  • the closing of the Financing.

The proposed directors and officers of the Resulting Issuer remain as outlined in the news release dated October 26, 2016. Haywood Securities Inc. has agreed to act as sponsor for the QT in accordance with the requirements of the Exchange.

As earlier announced, the TSX-V has agreed to extend MMCC's delist deadline to such time as the Transaction closes or is cancelled. Where the Transaction closes the Resulting Issuer will continue to be listed on the TSX-V. However, were the Transaction to fail MMCC would immediately move to NEX board and cancel 50% of its seed shares.

The TSX-V has mandated that in the meantime MMCC must call a special meeting of its shareholders, to be held on June 27, 2017, to approve a potential transfer of the Company to the NEX board, such transfer to be executed by the board of directors of MMCC should the Transaction be cancelled.

General

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 Transaction, any information released or received with respect to the 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 Transaction and has neither approved nor disapproved the contents of this press release.

All information contained in this news release with respect to MMCC and Avidian was supplied by the parties, respectively, for inclusion herein, and MMCC and its directors and officers have relied on Avidian for any information concerning such party.

Other Information and Updates

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

Statements in this press release regarding MMCCs business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the 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 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 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 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 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 Avidian, this news release includes certain "forward-looking statements" which are particular to Avidian and are not comprised of historical facts. Forward-looking statements include estimates and statements that describe Avidian's future plans, objectives or goals, including words to the effect that Avidian 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 Avidian, Avidian 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, Avidian'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 Transaction. Although Avidian 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. Avidian 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.

For further information please contact:
Larry K. Doan
President & C.E.O.
Marching Moose Capital Corp.
Phone: (778) 867-8874

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
The past few years have brought a sea change in the way applications are architected, developed, and consumed—increasing both the complexity of testing and the business impact of software failures. How can software testing professionals keep pace with modern application delivery, given the trends that impact both architectures (cloud, microservices, and APIs) and processes (DevOps, agile, and continuous delivery)? This is where continuous testing comes in. D
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, discussed how they built...
In his Opening Keynote at 21st Cloud Expo, John Considine, General Manager of IBM Cloud Infrastructure, led attendees through the exciting evolution of the cloud. He looked at this major disruption from the perspective of technology, business models, and what this means for enterprises of all sizes. John Considine is General Manager of Cloud Infrastructure Services at IBM. In that role he is responsible for leading IBM’s public cloud infrastructure including strategy, development, and offering m...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
The “Digital Era” is forcing us to engage with new methods to build, operate and maintain applications. This transformation also implies an evolution to more and more intelligent applications to better engage with the customers, while creating significant market differentiators. In both cases, the cloud has become a key enabler to embrace this digital revolution. So, moving to the cloud is no longer the question; the new questions are HOW and WHEN. To make this equation even more complex, most ...
In his session at 21st Cloud Expo, Raju Shreewastava, founder of Big Data Trunk, provided a fun and simple way to introduce Machine Leaning to anyone and everyone. He solved a machine learning problem and demonstrated an easy way to be able to do machine learning without even coding. Raju Shreewastava is the founder of Big Data Trunk (www.BigDataTrunk.com), a Big Data Training and consulting firm with offices in the United States. He previously led the data warehouse/business intelligence and B...
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across business networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost as well as advance trade. Are you curious about how Blockchain is built for business? In her session at 21st Cloud Expo, René Bostic, Technical VP of the IBM Cloud Unit in North America, discussed the b...
SYS-CON Events announced today that Synametrics Technologies will exhibit at SYS-CON's 22nd International Cloud Expo®, which will take place on June 5-7, 2018, at the Javits Center in New York, NY. Synametrics Technologies is a privately held company based in Plainsboro, New Jersey that has been providing solutions for the developer community since 1997. Based on the success of its initial product offerings such as WinSQL, Xeams, SynaMan and Syncrify, Synametrics continues to create and hone in...
With tough new regulations coming to Europe on data privacy in May 2018, Calligo will explain why in reality the effect is global and transforms how you consider critical data. EU GDPR fundamentally rewrites the rules for cloud, Big Data and IoT. In his session at 21st Cloud Expo, Adam Ryan, Vice President and General Manager EMEA at Calligo, examined the regulations and provided insight on how it affects technology, challenges the established rules and will usher in new levels of diligence arou...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, discussed some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he covered some of the best practices for structured team migration an...
As you move to the cloud, your network should be efficient, secure, and easy to manage. An enterprise adopting a hybrid or public cloud needs systems and tools that provide: Agility: ability to deliver applications and services faster, even in complex hybrid environments Easier manageability: enable reliable connectivity with complete oversight as the data center network evolves Greater efficiency: eliminate wasted effort while reducing errors and optimize asset utilization Security: imple...
No hype cycles or predictions of a gazillion things here. IoT is here. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, an Associate Partner of Analytics, IoT & Cybersecurity at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He also discussed the evaluation of communication standards and IoT messaging protocols, data...
Companies are harnessing data in ways we once associated with science fiction. Analysts have access to a plethora of visualization and reporting tools, but considering the vast amount of data businesses collect and limitations of CPUs, end users are forced to design their structures and systems with limitations. Until now. As the cloud toolkit to analyze data has evolved, GPUs have stepped in to massively parallel SQL, visualization and machine learning.
The 22nd International Cloud Expo | 1st DXWorld Expo has announced that its Call for Papers is open. Cloud Expo | DXWorld Expo, to be held June 5-7, 2018, at the Javits Center in New York, NY, brings together Cloud Computing, Digital Transformation, Big Data, Internet of Things, DevOps, Machine Learning and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding busin...
Modern software design has fundamentally changed how we manage applications, causing many to turn to containers as the new virtual machine for resource management. As container adoption grows beyond stateless applications to stateful workloads, the need for persistent storage is foundational - something customers routinely cite as a top pain point. In his session at @DevOpsSummit at 21st Cloud Expo, Bill Borsari, Head of Systems Engineering at Datera, explored how organizations can reap the bene...