Vancouver, British Columbia–(Newsfile Corp. – February 17, 2021) – CloudBreak Discovery Corp. (“CloudBreak” or the “Company“) is pleased to announce that it has now executed definitive agreements respecting its proposed transaction with Imperial X Plc (“Imperial X“) (see the Company’s press releases dated September 2, 2020 and January 8, 2021). Under the transaction, CloudBreak will amalgamate with Howson Ventures Inc. (“Howson“), Cabox Gold Corp. (“Cabox“) and 1278953 B.C. Ltd. (“Numberco Sub“) to form an amalgamated company (“Amalco“) that will be a subsidiary of Imperial X (the “Amalgamation“).
CloudBreak has now entered into an acquisition agreement (the “Acquisition Agreement“) dated February 16, 2021 with Imperial X, 1278925 B.C. Ltd. (“Numberco“) and the individual incorporator of Numberco (the “Incorporator“) and an amalgamation agreement (the “Amalgamation Agreement“) dated February 16, 2021 with Howson, Cabox, Numberco and Numberco Sub. Under the Acquisition Agreement, Imperial X has agreed to acquire all of the issued and outstanding CloudBreak shares. The Amalgamation Agreement sets forth the steps for completing the Amalgamation and the corporate details of Amalco. In conjunction with closing the transaction, Imperial X will also acquire certain assets in Anglo African Minerals Plc (“AAM“) in the form of certain share acquisitions in AAM, the acquisition of two separate warrants to subscribe for shares in AAM and three acquisitions of convertible loan notes from various parties. Imperial X will also change its name to “Cloudbreak Discovery Plc”.
As consideration under the proposed transaction, Imperial X will issue an aggregate of 149,568,502 Imperial X shares pro rata to the CloudBreak shareholders. Accordingly, each CloudBreak shareholder will receive approximately 4.6365 Imperial X shares in exchange for each CloudBreak share held. Imperial X will also issue an aggregate of 31,614,118 Imperial X shares to the Howson shareholders and an aggregate of approximately 35,000,000 Imperial X shares to the Cabox shareholders. Following completion of the transaction, as well as other ancillary transactions and financings being pursued by Imperial X, it is anticipated that on closing there would be an aggregate of approximately 316,983,947 Imperial X shares issued and outstanding, of which the former CloudBreak shareholders would hold approximately 47.18%.
The transaction is anticipated to close in March 2021, and in any event on or prior to April 30, 2021, or such later date as the parties may agree. CloudBreak will provide further updates respecting the transaction as and when warranted.
About CloudBreak Discovery Corp.
CloudBreak Discovery Corp. is focused on creating shareholder value through acquisition and monetization of prospective and underexplored mineral properties both domestically and internationally. The Company acquires undervalued assets both pre discovery and post discovery then works with 3rd party explorers and developers to advance the assets and build shareholder value.
On Behalf of the Board of Directors
Chief Executive Officer
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. 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, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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