Vancouver, British Columbia–(Newsfile Corp. – July 7, 2020) – Empress Resources Corp. (TSXV: EMPX) (“Empress“) and Alto Ventures Ltd. (TSXV: ATV) (“Alto”) are pleased to announce that their previously announced merger (the “Arrangement“) has closed. Effective at the close of business on July 7, 2020 Empress will be delisted from the TSX Venture Exchange as a result of the Arrangement.
Under the Arrangement, Alto acquired all of the issued and outstanding common shares of Empress (each, an “Empress Share“) in exchange for approximately one common share of Alto (each, an “Alto Share“), in respect of each Empress Share (a total of 12,214,211 Alto Shares were issued to Empress Shareholders), such that at the effective time of the Arrangement, holders of Empress Shares (“Empress Shareholders“) held 52% of the outstanding Alto Share upon completion of the Arrangement.
In addition, Empress Shareholders received approximately 0.08 of a common share of a new precious metals royalty and streaming investment company, Empress Royalty Corp. (“Empress Royalty“), in respect of each Empress Share held (each, a “Spinco Share“). Alto shareholders of record on July 2, 2020 will also receive 0.4 of a Spinco Share by way of a dividend distribution.
Additional information regarding the Arrangement is set out in Empress’ management information circular dated May 29, 2020, which is filed under Empress’ SEDAR profile at www.sedar.com.
Registered holders of Empress Shares should send their completed and executed letters of transmittal and certificates/DRS advices representing their Empress Shares to the depositary, Computershare Investor Services Inc., in order to receive the Alto Shares and Spinco Shares to which they are entitled under the Arrangement. A copy of the letter of transmittal is available under Empress’ profile at www.sedar.com.
Holders of Empress warrants will receive replacement warrants from Alto, adjusted in accordance with the Arrangement and to reflect the consolidation of the Alto Shares on July 2, 2020 (previously announced by Alto on June 29, 2020).
“I would like to thank everybody for their support through the completion of this transaction,” states Alexandra Woodyer Sherron, former CEO & President of Empress Resources and current CEO & President of Empress Royalty. “The transaction has provided the Empress Shareholders with two excellent ways to benefit from their initial holdings. Empress Shareholders will have shares in a Canadian gold exploration company though Alto Ventures and as shareholders of Empress Royalty they will have exposure to the exciting precious metals royalty and streaming investment sector.”
Richard Mazur, Director of Alto Ventures and Empress Royalty, stated, “This merger has created two new companies with dynamic new leadership. I look forward to the opportunities that shareholders of both companies will see in the near future.”
Empress Royalty is a private corporation with $250,000 cash, marketable…