22:24:36 EDT Fri 10 May 2024
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Smartset receives cancellation notice from GBM

2023-02-06 13:46 ET - News Release

Mr. John Clifford reports

SMARTSET SERVICES ANNOUNCES TERMINATION OF PROPOSED QUALIFYING TRANSACTION

Smartset Services Inc. has received notice from GBM Resources Ltd. that GBM has terminated the asset purchase agreement, pursuant to which Smartset had agreed to acquire GBM's historic Mount Morgan mine located in Western Australia as a result of the parties' failure to satisfy all necessary conditions precedent, including completion of the capital raising condition precedent, by the agreed outside date.

As previously disclosed (see Smartset's news releases dated June 13, 2021, July 17, 2021, and April 19, 2022), the Mount Morgan acquisition was to form part of the company's proposed qualifying transaction, pursuant to which the company would also acquire all of the issued and outstanding shares of Great Southern Gold Corp. (GSG), a private British Columbia company that owns four prospective gold and copper projects in Australia.

As the completion of the Mount Morgan acquisition is a condition precedent to the completion of the GSG acquisition, the GSG acquisition agreement between Smartset and GSG will also terminate in accordance with its terms effective March 14, 2023, unless terminated earlier on agreement by the parties.

As previously announced, in connection with the proposed qualifying transaction, Smartset had advanced a secured loan in the amount of $250,000. In connection with the termination of the qualifying transaction, the loan will become due and payable in monthly instalments on the date that is one month after the date that is 120 days after the qualifying transaction termination date.

The company is working with the TSX Venture Exchange to determine when trading in the common shares of the company, which was halted on announcement of the proposed transaction, will occur and will provide further disclosure once the date of resumption of trading has been confirmed.

We seek Safe Harbor.

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