Mr.
Terry Salman reports
ALTINA CAPITAL CORP. ANNOUNCES EXECUTION OF DEFINITIVE AGREEMENT WITH AEONIAN
RESOURCES LTD. FOR PROPOSED QUALIFYING TRANSACTION
Further to its news release dated Feb. 16, 2024, Altina Capital Corp. has entered into a definitive
amalgamation agreement dated March 27, 2024, with Aeonian
Resources Ltd. for the acquisition of all the issued and outstanding shares of Aeonian by Altina. The transaction, if completed, will constitute Altina's qualifying transaction under
Policy 2.4 of the TSX Venture Exchange. For more information regarding the transaction and Aeonian, please see Altina's
comprehensive news release disseminated Feb. 16, 2024.
Subject to approval by the TSX-V and pursuant to the terms of the amalgamation agreement, the
transaction will be completed by way of a three-cornered amalgamation pursuant to the provisions of
the Business Corporations Act (British Columbia). Pursuant to the terms of the amalgamation agreement,
among other things, a wholly owned subsidiary of Altina and Aeonian will amalgamate and all securities
of Aeonian will be exchanged for equivalent securities of Altina on a one-for-one basis.
In connection with the transaction and as a condition to its closing, Altina intends to complete a private
placement of units for minimum gross proceeds of $1-million at a price of 10 cents per unit. Each unit will comprise one Altina common share and one Altina common share purchase warrant, with each warrant
exercisable to acquire one additional share at an exercise price of 15 cents per warrant
share for a period of two years from the date of issuance.
Terry Salman, director of Altina, stated: "I am pleased to announce a definitive agreement with Aeonian
Resources. The combination of a large mineral property, combined with a highly skilled geological and
capital markets team, bodes well for the future as we grow this company."
Andy Randell, chief executive officer of Aeonian, stated: "This is an exciting point for myself and the team in what has been
a very calculated four-year journey to get Aeonian where we are today. I would like to thank all of our
shareholders and advisers for helping us get to the point and look forward to working with the newly
expanded board of directors as we take these next steps. We will continue to adapt and learn in our
rapidly evolving industry while delivering results and progressive methods for our share[holders] and
stakeholders."
About Altina Capital Corp.
Altina is a capital pool company within the meaning of TSX-V Policy 2.4, has not commenced commercial
operations and has no assets other than cash.
About the resulting issuer
Following completion of the transaction, Altina, as the resulting issuer, will be
listed on the TSX-V as a Tier 2 mining issuer and carry on the business of Aeonian. The resulting issuer's
principal mineral property will be the Koocanusa copper property, a copper-silver
exploration project located approximately 30 kilometres southeast of Cranbrook, B.C. The
property comprises 38 contiguous claims covering 28,743.82 hectares in which Aeonian has a 100-per-cent interest. Aeonian has a recent National Instrument 43-101 technical report on the Koocanusa copper
project, completed in August, 2023, by an independent qualified person, which identified 11 copper
targets within the project area.
Additional information
Trading in the common shares of Altina has been halted and will remain halted pending the satisfaction
of all applicable requirements of Policy 2.4 of the TSX-V.
Further updates in respect of the transaction and the concurrent financing will be provided in subsequent
press releases and the filing statement to be filed by Altina in connection with the transaction, which will
be available in due course under Altina's SEDAR+ profile.
The TSX-V requires sponsorship of a qualifying transaction of a capital pool company, unless exempt in
accordance with the TSX-V policies. Altina is seeking exemption from the sponsorship requirements;
however, there can be no assurance that Altina will ultimately obtain this exemption.
We seek Safe Harbor.
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