The TSX Venture Exchange has accepted for filing Momentous Capital Corp.'s qualifying transaction, as described in its filing statement dated Nov. 12, 2021. As a result, at the opening on Wednesday, Jan. 26, 2022, the company will no longer be considered a capital pool company (CPC). The qualifying transaction includes the following.
Pursuant to a resolution passed by directors, the company has consolidated its capital on a one-new-for-two-old basis.
Pursuant to the amalgamation agreement, the company will acquire all of the outstanding securities of Astra Exploration Ltd. via the amalgamation of Momentous Subco, a wholly owned subsidiary of Momentous. Consideration for the acquisition of all shares of Astra is 22,406,752 postconsolidation shares of the company at 30 cents per share ($6,722,025.30).
Total consideration to Astra includes:
- Shares issued for a private placement completed by Astra, for gross proceeds of $2,206,400.10 by issuing an aggregate of 7,354,667 shares issued at 30 cents per share;
- A finder's fee of 250,000 shares paid by Astra to each of Crowsnest Advisory and Ivaldi Venture Capital (arm's-length parties) in connection with the transaction. The finders' shares will be held in voluntary escrow and released to each of Crowsnest Advisory and Ivaldi Venture Capital as of one-third at four, eight and 12 months from the date the transaction is completed.
For further information, please see the company's information circular dated Nov. 12, 2021, and the news releases dated from June 7, 2021, to Jan. 24, 2022.
The name of the company has also been changed as follows.
Effective at the opening, Wednesday, Jan. 26, 2022, the common shares of Astra Exploration Inc. will commence trading on the TSX Venture Exchange and the common shares of Momentous will be delisted. The company is classified as a mineral exploration company.
The common shares of the company have been halted from trading since June 3, 2021, pending completion of a qualifying transaction.
The exchange has been advised that the above transactions have been completed.
Effective at the opening, Wednesday, Jan. 26, 2022, trading in the shares of the company will resume.
Capitalization: unlimited shares with no par value, of which 25,056,753 shares are issued and outstanding
Escrow: 1.5 million shares held under the CPC escrow;
12,265,836 shares subject to Tier 2 value escrow;
500,000 shares held in voluntary escrow and released one-third at four, eight and 12 months from the date the transaction is completed (finder's fee shares)
Transfer agent: Odyssey Trust Company
Trading symbol: ASTR (new)
Cusip No.: 04633F 10 3 (new)
Further information on the transaction is available in the company's filing on SEDAR, including the filing statement dated Nov. 12, 2021, and news releases from June 7, 2021, to Jan. 24, 2022.
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