MacArthur news release out 9 pages4 Mar 2021 13:45
Macarthur Minerals Announces Spin-Out of its Pilbara Gold Copper Tenements to Timeless Capital
Macarthur Minerals Limited (TSX-V: MMS) (ASX: MIO) (OTCQB: MMSDF) (“Macarthur”) and Timeless Capital Corp. (TSX-V: TLC.P) (“Timeless”) are pleased to announce that they have entered into a letter of intent in respect of a proposed transaction (the “Transaction”), whereby Timeless shall acquire: (i) from Macarthur, through its wholly owned subsidiary, Macarthur Lithium Pty Ltd (“MLi”), a portfolio of Macarthur’s Pilbara, Western Australia tenements (“Pilbara Assets”) plus CAD$1.4 million in cash which Macarthur may choose to fund from the value derived from Macarthur’s shareholding in FE Limited (collectively, the “Macarthur Contribution”), and (ii) from Zanil Pty Ltd. (“Zanil”), an Australian company, a portfolio of gold copper tenements, located near Leonora in Western Australia (“Central Goldfield Assets”), in exchange for equity of Timeless (collectively, the “Transaction”) which assets were optioned by Macarthur to undertake due diligence under the recently announced agreement with Zanil, (see announcement here).
Macarthur continues to primarily focus its resources on bringing its flagship Lake Giles Iron Project into production. The Timeless Transaction will allow value to be attributed to the non-iron Pilbara assets held by Macarthur, providing an opportunity to independently resource the exploration of the key areas without distracting time and resources away from the Lake Giles Iron Project development path. Following completion of the transaction, Macarthur will have a material shareholding in Timeless.
Timeless is a Canadian capital pool company listed on the TSX Venture Exchange (the “TSXV”). It is anticipated that the Transaction will be a reverse take-over and constitute Timeless’ “Qualifying Transaction” pursuant to Policy 2.4 of the TSXV policies and that following the completion of the Transaction, the common shares of Timeless (the “Timeless Shares”) will resume trading on the TSXV.
The Macarthur Contribution and the Central Goldfield Assets collectively form all of the assets and the business of the resulting entity (the “Resulting Issuer”). It is anticipated that following completion of the Transaction:
• Macarthur will hold approximately 26.67% (11,428,571) of the outstanding Timeless Shares, issued in consideration of the Macarthur Contribution;
• Zanil will hold approximately 26.67% (11,428,571) of the outstanding Timeless Shares, issued in consideration for the Central Goldfield Assets; and
• the current Timeless shareholders will hold approximately 9.68% of the outstanding Timeless Shares. Summary of the Transaction
Transaction Structure
The letter of intent provides that MLi and Zanil (collectively, the “Vendors”) and Timeless, as purchaser, shall negotiate and enter into a definitive agreement in respect of the Transaction on or before March 31, 2021 (the “Definitive Agreement”). It is currently contemplated that the T
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