(TheNewswire)
Vancouver, BC - TheNewswire - October30, 2023 - Zidane CapitalCorp. ( TSX-V:ZZE.H ) (“ Zidane ”), a capitalpool company listed on the TSX Venture Exchange (the “ Exchange ”), ispleased to announce that it has entered into a binding letter of aintent (the “ Letter ofIntent ”) dated October 29, 2023 with SouthernSky Resources Corp. (“ Southern Sky ”) in respect of a proposedbusiness combination (the “ Proposed Transaction ”). It is anticipated that the Proposed Transaction willconstitute the “Qualifying Transaction” of Zidane in accordancewith Policy 2.4 – CapitalPool Companies of the Exchange.
All currency references herein are in Canadian currencyunless otherwise specified.
About Southern Sky
The following is based upon on information provided bySouthern Sky and due diligence reviews carried out by the managementof Zidane.
Southern Sky is a private company existing under thelaws of Ontario and is based in Toronto, Ontario, and has 26,272,284 common shares (the “ Southern Sky Shares ”) outstanding, and 1,152,375 outstanding warrants (“ Southern Sky Warrants ”). Each Southern Sky Warrantentitles the holder to purchase an additional Southern Sky Share at anexercise price of $0.05 until September 25, 2025.
Southern Sky’s material asset consists of its rights to acquire a 100% interest in the WingsPoint Project (the “ Property ”) located 35 kilometresnorth Gander, Newfoundland pursuant to an option agreement (the “ Option Agreement ”)dated January 17, 2023, with Zonte Metals Inc. (“ Zonte ”). TheProperty consists of two non-contiguouslicences, 016270M and 034769M, comprising 1,825 hectares that hostsapproximately 6 kilometres of the Appleton Fault. Zonte is a publicly traded company listed on the TSX VentureExchange (TSXV - ZON).
Geology of the Wings Point Project
The Property lies in the eastern edge of the DunnageZone, within the Exploits Subzone. Rocksunderlying the Property are the Davidsville Group and are dominantlyshallow marine siltstones and shales with sandstones and limestones ofMiddle Ordovician age. Mineralization identified to date through thisbelt includes vein hosted gold and sediment hosted disseminated gold.To date, the gold discovered by New Found Gold Corp., ExploitsDiscovery Corp. and Labrador Gold Corp. occurs mainly in second ordercross cutting structures associated with the Appleton Fault Zone,which all lie in the Ordovician Davidsville Groupsediments. Sulphide mineralization ischaracterized mainly as pyrite and needle arsenopyrite.
The Property has undergone previous explorationprograms consisting of geological mapping, soil and rock sampling, aground magnetic survey, an Induced Polarization (“ IP ”) survey anddiamond drilling.
Currently, the major asset associated with the Propertyis a strategic land position covering prospective lithologies andfaults for gold deposits. The Property hosts two underexplored IPanomalies which returned elevated gold values in diamond drilling thusmerits additional exploration.
Exploration on Licence 016270M completed by Zontecommenced in 2011 with a comprehensive data compilation followed bPhase 1 exploration program of prospecting, rock and soil sampling aswell as ground IP and magnetic surveys. Two parallel, IP Chargeabilityand Resistivity anomalies each being approximately one kilometre inlength which are associated with mineralized sandstones and shaleswith some graphite being delineated. Additional soil and rock samplingwas carried out in 2019. A six-hole diamond drilling program totaling1,296 m carried out in 2020 tested a small portion of the kilometrelong anomalies on licence 016270M. The drill program confirmed themapped lithological units and returned a few elevated gold values, thebest being 0.48 m grading 1.296 g/t.
Gold mineralization occurs on Licence 016270M at theLedrew Quarry in sheared and altered shales, siltstones and greywackeof the Indian Islands Group . Arsenopyrite needles, 2 to 4 mm long, along withquartz-carbonate, sericitic and siliceous alteration are the primarycharacteristic of the mineralization found in this area. Pyrite,pyrrhotite and chalcopyrite have also been observed. Elevated goldvalues in rock grab samples to date are in the range of 200 ppb to1,500 ppb.
Exploration on Licence 034769M carried out by Zonte in2021 consisted of a rock and soil sampling program that focused on two2012-IP lines, which delineated a resistivity anomaly. Zonte completeda compilation of historical soil and rock data in 2022. Elevatedarsenic values were returned for some of the soil samples.
Historical data research and compilation followed byfield exploration confirmed the presence of gold mineralizationassociated with altered, sulphide-rich, sediments in two distinctstratigraphic horizons known as the Western and Eastern GeophysicalTargets in the Ledrew Quarry area. The gold-bearing, arsenopyrite andpyrite-rich shales and greywacke are exposed in surface trenches andare readily identified by induced polarization chargeability anomaliesas well as by anomalous gold and arsenic values in-soilanomalies.
Terms of the Option Agreement for WingsPoint Project
Pursuant to the terms of the Option Agreement, SouthernSky may acquire a 100% interest in the Property by issuing 750,000Southern Sky Shares and paying a total of $100,000 in cash to Zonteover a two-year period as follows:
a) Issuing 250,000 Southern Sky Shares to Zonte uponthe receipt by Southern Sky of all required regulatory and stockexchange approvals including to commence trading (the “ Effective Date ”);
b) Issuing 250,000 Southern Sky Shares and paying$50,000 to Zonte one year after the Effective Date; and
c) Issuing 250,000 Southern Sky Shares and paying$50,000 to Zonte two years after the Effective Date.
Southern Sky is required to complete $100,000 in annualexpenditures on the Property until such time as the option isexercised.
Zonte retains a 2% net smelter return (“ NSR ”) fromproduction on Licence 034769M which Southern Sky may, at any timeafter the commencement of commercial production, reduce from twopercent (2%) to one percent (1%) upon payment of $1,000,000 toZonte.
Licence 016270M is subject to a 3% NSR from a previousagreement. Zonte has the option to reduce the NSR to 1% by paying theoriginal vendors $2,000,000. In the event that Southern Sky exercisesthe Option Agreement it would be required to issue 150,000 SouthernSky Shares to the original vendors upon the determination of 1 million ounces of gold and an additional 200,000 Southern Sky Shares upon proving 2 million ounces of gold in the measured and indicated resource categories.
It is anticipated that, following the ProposedTransaction, the requirement to issue Southern Sky Shares under theOption Agreement would be satisfied by issuance of post-Stock-split(as defined below) Zidane common shares (“ Zidane Shares ”).
NI 43-101 Technical Report on WingsPoint Project
Southern Sky has retained StanleyRobinson, MSc., P.Geo to prepare a technical report (the“ Technical Report ”) specificto the standards dictated by National Instrument 43 - 101 and Form43 - 101FStandards of Disclosure for Mineral Projects (“ NI 43 - 101 ”) with respect to the Property.
Brad Dyke, PGeo of NCD Consulting Ltd. was contractedby Southern Sky to collect representative mineralized rock grabsamples from the Wing's Point Project. On November 28, 2022, foursamples were collected from within the Property area from variouslocations with varying concentrations of acicular arsenopyrite,pyrrhotite and pyrite. The samples collected all weathered a rustyorange color and were fine grained, dark grey in color on anun-weathered broken surface. There was some quartz and/or carbonateveinlets observed and weak pervasive silica alteration. The samplesall appear to be an altered sedimentary unit, possibly a siltstone orsandstone.
In Table 1 below is the sample location information foreach site and the type of grab sample collected as well as the goldresults from Eastern Analytical who completed the geochemicalanalysis.
Table 1.
Sample # | Sample Location | Sample Type | Au (ppb) |
WP-22-001 | 682,235 mE / 5,466,699 mN | Grab sample collected from bedrock | 134 |
WP-22-002 | 682,223 mE / 5,466,628 mN | Grab sample collected from subcrop | 59 |
WP-22-003 | 682,383 mE / 5,466,762 mN | Grab sample collected from bedrock | 84 |
WP-22-004 | 682,623 mE / 5,466,863 mN | Grab sample collected from bedrock | 102 |
Additional Information RegardingSouthern Sky Resources Corp.
Roger Connors, a resident of Toronto, Ontario, is theonly controlling shareholder of Southern Sky.
A press release with further information in respect ofSouthern Sky, including significant financial information, will followin accordance with the policies of the Exchange.
For further information regarding Southern Sky and the ProposedTransaction, contact Roger Connors, Chief Executive Officer, at (647)920-3877 or at roger@southernsky.ca.
Summary of the ProposedTransaction
The Letter of Intent contemplates that Zidane andSouthern Sky will negotiate and enter into a definitive agreement inrespect of the Proposed Transaction (the “ Definitive Agreement ”), pursuant to which it isanticipated that Zidane will acquire all of the issued and outstandingSouthern Sky Shares, and shareholders of Southern Sky will receivepost-Stock-split (as defined below) Zidane common shares (the“ Zidane Shares ”) in exchange for their Southern Sky Shares, resulting ina reverse takeover of Zidane by Southern Sky. The Proposed Transactionwill be structured as a three-cornered amalgamation, plan ofarrangement or other structure based on the advice of the parties’respective advisors and taking into account various securities, tax,operating and other considerations.
Prior to the closing of the Proposed Transaction, Zidane will split itsoutstanding Zidane Shareson the basis of one-point-zero-five (1.05) new Zidane Share for each one (1) old Zidane Shares (the“ Stock-split ”), such that, prior to closing of the ProposedTransaction, Zidane willhave approximately 5,486,540 Zidane Shares issued and outstanding.
It is intended that Zidane Shares will be issued toholders of Southern Sky Shares on the basis of one (1)post-Stock-split Zidane Share for each one (1) Southern Sky Share. It is expected that outstanding Southern Sky Warrants will become exercisable forpost-Stock-split Zidane Shares, in accordance with the terms of suchwarrants, as applicable.
It is anticipated that the resulting entity (the“ ResultingIssuer ”) will continue the business ofSouthern Sky under a name to be determined by Southern Sky (the“ Name Change ”). The business of the Resulting Issuer will beprimarily focussed on the exploration of the Property.
Certain common shares of the Resulting Issuer to beissued pursuant to the Proposed Transaction are expected to be subjectto restrictions on resale or escrow under the policies of theExchange, including the securities to be issued to “Principals”(as defined under Exchange policies), which will subject to the escrowrequirements of the Exchange.
The completion of the Proposed Transaction remainssubject to a number of standard terms and conditions for a transactionof this nature, including, among other things: (i) the negotiation andexecution of the Definitive Agreement; (ii) Southern Sky delivering aNI 43-101 compliant technical report for the Property that isacceptable to the Exchange and Zidane; (iii) no material adversechanges occurring in respect of either Zidane or Southern Sky; (iv)the parties obtaining all necessary consents, orders and regulatoryand shareholder approvals, including the conditional approval of theExchange subject only to customary conditions of closing; (v) if required by the Exchange, delivery of a sponsor reportand an independent valuation satisfactory to the Exchange; (vi) theStock-split, Name Change and any other corporate changes requested bySouthern Sky, acting reasonably, shall have been implemented; (vii)completion of the Concurrent Financing described below; (viii)completion of satisfactory due diligence by each Party of the otherParty; and (iv) Exchange acceptance of the Proposed Transaction. Therecan be no assurance that all the necessary regulatory and shareholderapprovals will be obtained or that all conditions of closing will bemet.
Upon completion of the Proposed Transaction, it isanticipated that the Resulting Issuer will be listed as a Tier 2Mining Issuer on the Exchange, with Southern Sky as its primaryoperating subsidiary.
Break Fees
Southern Sky will pay a break fee to Zidane by way ofthe issuance to Zidane of 2,500,000 Southern Sky Shares if theProposed Transaction is not completed due to a material breach of theDefinitive Agreement by Southern Sky or if Southern Sky fails toobtain board or shareholders approval for the Proposed Transaction.Zidane will pay a break fee to Southern Sky of $100,000 if theProposed Transaction is not completed due to a material breach of theDefinitive Agreement by Zidane.
Concurrent Financing
In connection with the Proposed Transaction, theParties shall arrange a concurrent financing of Zidane or Southern Skyfor an aggregate gross proceeds of at least $1,360,000 consisting ofup to 1,400,000 flow-through units (“ FT Units ”) at aprice of no less than $0.20 per FT Unit for gross proceeds of up to$280,000, and at least 7,200,000 non-flow-through units(“ Non-FT Units ”) at a price of no less than $0.15 per Non-FT Unit forgross proceeds of at least $1,080,000 (the “ Concurrent Financing ”).
Each Non-FT Unit will be comprised of one Southern SkyShares (or one post-Stock Split Zidane Share if the ConcurrentFinancing is completed in Zidane) and one-half of one Southern SkyShare purchase warrant (or one post-Stock Split Zidane Share purchasewarrant if the Concurrent Financing is completed in Zidane) (eachwhole warrant, a “ UnitWarrant ”). Each whole Unit Warrant willentitle the holder to purchase one additional Southern Sky Share (orone post-Stock Split Zidane Share if the Concurrent Financing iscompleted in Zidane) (each, a “ Unit Warrant Share ”) for a period of 36months from the closing date of the Concurrent Financing at anexercise price of $0.25 per Unit Warrant Share. Each FT Unit will becomprised of one Southern Sky Share (or post-Stock Split Zidane Shareif the Concurrent Financing is completed in Zidane), to be issued as a“flow-through share” within the meaning of the Income Tax Act (Canada), and one-half of one Unit Warrant. Other than the securities issued in connection with the WorkingCapital Financing, Concurrent Financing, and the Finder’s Fee Shares , neither Partywill issue any shares or rights exchangeable or exercisable intoshares of such Party prior to closing of the Transaction without theprior written consent of the other Party.
The proceeds of the Concurrent Financing will be usedto fund (i) expenses of the Proposed Transaction and the ConcurrentFinancing, (ii) the exploration and other expenses relating to theProperty, and (ii) the working capital requirements of the ResultingIssuer.
Zidane and/or Southern Sky may pay finder’s fees inconnection with the Concurrent Financing within the maximum amountpermitted by the policies of the Exchange.
Working Capital Financing
Prior to the parties entering into the DefinitiveAgreement, Southern Sky may close a financing for aggregate grossproceeds of up to $200,000 consisting of Southern Sky Shares with aprice per share of no less than $0.10 per Southern Sky Share (the“ Working CapitalFinancing ”). SouthernSky may pay finder’s fees in connection with the Working CapitalFinancing within the maximum amount permitted by the policies of theExchange
Share Capital of the ResultingIssuer
The following Table 2 sets out the expected sharecapital of the Resulting Issuer on a non-diluted basis after givingeffect to the Proposed Transaction (including the securities to beissued pursuant to the Concurrent Financing, as describedabove):
Table 2.
Category of Security (1) | Number (1) | Percentage (1) |
Zidane Shares held by Zidane shareholders | 5,486,540 | 12.64% |
Zidane Shares issued to Southern Sky formershareholders (2) (3) | 28,272,284 | 65.13% |
Zidane Shares underlying the Non-FT Units and FT Unitsissued to Concurrent Financing Subscribers (4) | 8,600,000 | 19.81% |
Finders’ Fees Shares issuable at Closing to GroveCapital Group Ltd. | 300,000 | 0.69% |
Resulting Issuer shares issuable to Zonte over threeyears for the Wings Point Option Payment | 750,000 | 1.73% |
TOTAL: | 43,408,824 | 100 |
Notes :
-
Calculated on a post-Stock-split basis.
-
Assumes there are no dissenting Southern Skyshareholders.
-
Assumes Southern Sky Working Capital Financing is fullysubscribed.
-
Assumes the Concurrent Private Placement is fullysubscribed for gross proceeds of $1,360,000, consisting of 7,200,000Non-FT Units (as defined herein) at a price of $0.15 per Non-FT Unitfor gross proceeds of $1,080,000, and 1,400,000 FT Units (as definedherein) at a price of $0.20 per FT Unit for gross proceeds of$280,000.
A further news release will be issued confirming thefinal terms of the Concurrent Financing once determined.
Summary of Proposed Directors andOfficers of the Resulting Issuer
In conjunction with and upon closing of the ProposedTransaction, the board of directors of the Resulting Issuer areexpected to consist of four directors, each of whom will be nominated by Southern Sky. Theexisting directors and officers of Zidane shall resign at or prior tothe closing of the Proposed Transaction.
The first directors of the Resulting Issuer areexpected to be Roger Connors, Dominic O’Sullivan and MatthewHoyt, and such other directors as determined bySouthern Sky. These directors shall hold office until the first annualmeeting of the shareholders of the Resulting Issuer following closing,or until their successors are duly appointed or elected. The firstofficers of the Resulting Issuer are expected to be Roger Connors(Executive Chairman, President & CEO) and Monique Hutchins(Corporate Secretary), and such other officers as determined bySouthern Sky .
The following is a brief description of the proposeddirectors and officers of the Resulting Issuer who has been identifiedas of the date hereof:
Roger Connors – Executive Chairman,President and CEO
Mr. Connors is an entrepreneur and consultant based inToronto, Ontario with 29 years of experience managing private andpublic resource companies including Kimber Resources Inc. and NationalGold Corp., which merged to form Alamos Gold Inc. Mr. Connors hassince been focused on acquiring exploration and development stage goldprojects in underexplored regions of North and South America. Mr.Connors holds a Bachelor of Business Administration (BBA) from AcadiaUniversity and completed the Canadian Securities Course.
Dominic O’Sullivan, Independent Director
Mr. O’Sullivan is a geologist and Member of theAustralian Institute of Mining and Metallurgy. In a career that hasspanned 30 years he has been involved in the exploration and mining ofgold, diamonds, uranium and base metals and has been involved inseveral major discoveries in Australia, Guyana and Ghana, includingthe Plutonic Deeps and the Karouni Mine. He is currently ExecutiveChairman of Tajiri Resource Corp a TSX Venture Exchange listedcompany.
Mr. Matthew Hoyt,P.Eng., PMP – Independent Director
Mr. Hoyt is a Professional Engineer having over twentyyears of experience across a wide variety of industrial constructionprojects for companies including Enbridge Pipelines Inc, CNRL, GrahamIndustrial Services, Imperial Oil Ltd., Bird, DOW, Kiewit, and Husky. These include pipelinefacilities and terminals, refineries, thermal and hydro power,oilsands plants, offshore production, foodproduction and wastewater treatment . Matthewgraduated with a Bachelor of Science Chemical Engineering from theUniversity of New Brunswick.
Ms. Monique Hutchins – CorporateSecretary
Ms. Hutchins is the Managing Director of DSA CorporateServices Inc. and has over fifteen years of corporate secretarial,corporate governance, client relationship and marketing experience.She was previously the Director of Business Development &Marketing and Corporate Secretary at Independent Review Inc., anorganization that runs independent review committees that are a partof the governance structure of every investment fund in Ontario. Shehas previously held senior roles at Kingsdale Shareholder Services andInstitutional Shareholder Services. Ms. Hutchins is a member of theChartered Governance Institute of Canada (CGIC) and holds a Bachelorof Commerce from John Molson School of Business, ConcordiaUniversity.
Ms. Rebecca Hudson - Chief Financial Officer
Ms. Hudson has 23 years of experience as a charteredprofessional accountant, having worked as a senior auditor with firmsGrant Thornton LLP in Toronto, Canada, and PricewaterhouseCoopers inthe Dominican Republic. She is currently the chief financial officerof Nova Mentis Life Science Corp. and a private drilling company,Andean Drilling Services Inc. Ms. Hudson also works as a consultantwith Grove Corporate Services, where she acts as controller forseveral clients. She has held managerial positions at mining companiesXstrata and Falconbridge, has completed project-based work for Iamgoldat its offices in Quito, Ecuador, and was the controller of RoyalNickel Corp. and Barkerville Gold Mines Ltd. Ms. Hudson formerlyserved as the chief financial officer of Terrascend Corp., Hornby BayMineral Exploration Ltd., Wabi Exploration Inc., Lithium One Inc. and Claim Post Resources Inc. Ms. Hudsonhas both her Bachelor of Arts and master's degree from the School ofAccountancy at the University of Waterloo.
Additional information on the board and management ofthe Resulting Issuer will be provided once identified. No insiders ofthe Resulting Issuer are expected other than the members of the boardand the management.
Sponsorship of a QualifyingTransaction
Sponsorship of the Proposed Transaction may be requiredby the Exchange unless an exemption or waiver from this requirement isobtained in accordance with the policies of the Exchange. Zidane intends to rely on the exemption from sponsorship inExchange Policy 2.2 section 3.4(a)(i)(C) ,
Other Information relating to theProposed Transaction
The Proposed Transaction will not constitute a“Non-Arm’s Length Qualifying Transaction” (as such term isdefined in the policies of the Exchange) for Zidane . Accordingly, the ProposedTransaction will not require the approval of the shareholders of Zidane .
Subject to the approval of the Exchange, upon closingof the Proposed Transaction the Resulting Issuer shall pay afinder’s fee by way of issuing 300,000 post-Stock Split ZidaneShares to Grove Capital Group Ltd. (the“ Finder’s FeeShares ”).
The Proposed Transaction willrequire the approval of the shareholders of Southern Sky. Southern Sky intends to hold a shareholder meeting toseek all necessary approvals, the details ofwhich will be disclosed once available.
In accordance with the policies of the Exchange, the Zidane Shares arecurrently halted from trading and will remain so until such time asthe Exchange determines, which, depending on the policies of theExchange, may not occur until completion of the Proposed Transaction.
Additional information concerning the ProposedTransaction, Zidane ,Southern Sky and the Resulting Issuer will be provided once determinedin a subsequent news release and in the Filing Statement to be filedby Zidane in connectionwith the Proposed Transaction and which will be available in duecourse under Zidane ’sSEDAR profile at www.sedar.com .
About Zidane Capital Corp.
Zidane is designated as a CapitalPool Company under Exchange Policy 2.4. Zidane has not commenced commercialoperations and has no assets, other than cash. Zidane ’s objective is to identify andevaluate businesses or assets with a view to completing a QualifyingTransaction. Any proposed Qualifying Transaction must be approved bythe Exchange and, in the case of a Non-Arm’s Length QualifyingTransaction, must also receive majority approval of the minorityshareholders. Until the completion of a Qualifying Transaction, Zidane will not carry onany business other than the identification and evaluation ofbusinesses or assets with a view to completing a proposed QualifyingTransaction.
For further information regarding Zidane and the Proposed Transaction,please contact Casper Bych, Chief Executive Officer, at (604)417-6375.
ON BEHALF OF THE BOARD OF DIRECTORSOF ZIDANE CAPITAL CORP.
Casper Bych, President, CEO & Director
(604) 417-6375
Casper@mvcap.com
Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
Qualified Person
Jack King, P.Geo. is a qualified person as defined byNI 43-101 and has reviewed and approved the contents and technicaldisclosures in this press release. Neither Mr. Robinson nor theCompany has verified the technical information in this press release.
Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance and if applicable pursuant to ExchangeRequirements, majority of the minority shareholder approval. Whereapplicable, the Proposed Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theProposed Transaction will be completed as proposed or at all.
Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the Proposed Transaction,any information released or received with respect to the ProposedTransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of a capital pool company should beconsidered highly speculative.
The TSX Venture Exchange Inc. has inno way passed upon the merits of the Proposed Transaction and hasneither approved nor disapproved the contents of this pressrelease.
All information contained in thisnews release with respect to Zidane and Southern Sky was supplied by theparties, respectively, for inclusion herein, and Zidane and itsrespective directors and officers have relied on Southern Sky for anyinformation concerning such party.
This news release does notconstitute an offer to sell or a solicitation of an offer to sell anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and maynot be offered or sold within the United States or to U.S. Personsunless registered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.
This press release contains “forward-lookinginformation” within the meaning of applicable Canadian securitieslegislation. Generally, forward-looking information can be identifiedby the use of forward-looking terminology suchas “plans”, “expects” or “does not expect”, “isexpected”, “budget”, “scheduled”, “estimates”,“forecasts”, “intends”, “anticipates” or “does notanticipate”, or “believes”, or variations (including negativeand grammatical variations) of such words and phrases or state thatcertain acts, events or results “may”, “could”, “would”,“might” or “will be taken”, “occur” or “beachieved”.
Forward-looking information in this press release mayinclude, without limitation, statements relating to: the completion ofthe Proposed Transaction and the timing thereof, the execution of theDefinitive Agreement, the proposed business of the Resulting Issuer,degree to which historical results are reflective of actual mineralresources, the completion of the proposed Working Capital Financing,Concurrent Financing and the use of proceeds therefrom, the completiona NI 43-101 technical report for the Property, the proposed directorsand officers of the Resulting Issuer, obtaining regulatory approvalfor the Property, Southern Sky or the Resulting Issuer satisfyingterms of the Option Agreement and acquiring 100% interest in theProperty, the completion of the Stock-split, the completion of theName Change, completion of satisfactory due diligence, Exchangesponsorship requirements and intended application for exemptiontherefrom, shareholder and regulatory approvals, and future pressreleases and disclosure.
These statements are based upon assumptions that aresubject to significant risks and uncertainties, including risksregarding the mining industry, commodity prices, market conditions,general economic factors, management’s ability to manage and tooperate the business, and explore and develop the projects, of theResulting Issuer, and the equity markets generally. Because of theserisks and uncertainties and as a result of a variety of factors, theactual results, expectations, achievements or performance of each ofZidane and Southern Sky may differ materially from those anticipatedand indicated by these forward-looking statements. Any number offactors could cause actual results to differ materially from theseforward-looking statements as well as future results. Although each ofZidane and Southern Sky believes that the expectations reflected inforward looking statements are reasonable, they can give no assurancesthat the expectations of any forward-looking statements will prove tobe correct. Except as required by law, each of Zidane and Southern Skydisclaims any intention and assume no obligation to update or reviseany forward-looking statements to reflect actual results, whether as aresult of new information, future events, changes in assumptions,changes in factors affecting such forward-looking statements orotherwise.
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