VANCOUVER, British Columbia, May 25, 2022 (GLOBE NEWSWIRE) — Future Fuel Corporation (formerly Evolving Gold Corp.) (the “Company”) (CST: AMPS) is pleased to announce that it has completed the acquisition (the “Transaction”) of the entire outstanding share capital of the private company Elephant Capital Corp. (“CEC”) and changed its name to “Future Fuel Corporation”. The Transaction took place pursuant to a definitive share purchase agreement (the “Deal”) dated April 14, 2022 between the Company, ECC and the former shareholders of ECC (the “Sellers”). Following completion of the Transaction, it is expected that the Company’s common shares will resume trading on the Canadian Securities Exchange (the “CSE) at market opening on May 26, 2022 under the symbol “AMPS” (the “SEO”).
ECC is an arm’s length resource exploration company established under the laws of the Province of British Columbia. ECC holds the rights to a mining lease consisting of approximately 6,700 acres of mining rights and 5,700 acres of surface rights located in west central New Mexico and commonly referred to as the “Cebolleta Uranium Project” (the “Project”), which it previously acquired from enCore Energy Corp. (TSXV: EU).
summary of transactions
The transaction closed on May 24, 2022 and the Company acquired all of the outstanding share capital of ECC in exchange for 56,541,251 common shares of the Company (“Counterpart shares”). In connection with the closing, enCore Energy Corp. received 11,308,250 consideration shares, all of which are subject to a twenty-four month escrow agreement pursuant to which twenty percent of such shares will be released upon listing, with the remaining shares being released in equal installments of twenty percent every six months after enrollment. The Company also issued a total of 2,201,060 common shares (the “Sharing of administrative costs”) to certain arm’s length third parties in return for administrative services rendered in connection with the completion of the Transaction and the Financing (as described below). Administrative Fee Shares are subject to resale restrictions for a period of four months and one day in accordance with applicable securities laws.
Following completion of the Transaction, the Company’s board of directors was reconstituted to consist of Joel Shacker, Adam Cegielski and Stephen Goodman. Luke Montaine has been appointed Chief Executive Officer and Geoff Balderson has been appointed Chief Financial Officer and Corporate Secretary.
Conversion of Subscription Receipts
On March 8, 2022, the Company completed a non-brokered private placement (the “Funding”) of 10,113,000 subscription receipts (each, a “Receipt”) at a price of $0.50 per receipt for gross proceeds of $5,056,500. The proceeds of the financing were held in escrow until the completion of the transaction. Upon completion of the Transaction, each Receipt will be automatically converted into one common share of the Company and one common share purchase warrant (each, a “To guarantee”) of the Company, each Warrant entitling its holder to purchase one additional common share of the Company at a price of $1.25 per share until March 8, 2026.
In connection with the Financing, the Company paid finder’s fees of $175,000 and issued 350,000 Warrants to certain arm’s length parties who assisted in introducing subscribers to the Financing. The net proceeds of the Financing will be used for working capital and general purposes of the Company. The securities issued under the Financing are subject to a legal hold period expiring on July 9, 2022.
Further information regarding the transaction and the project is available in Form CSE 2A – Registration statement prepared by the Company in connection with the Transaction and the geological report commissioned in connection with the Project, copies of which are available under the Company’s profile on SEDAR (www.sedar.com).
For more information, contact:
Luke Montaine at [email protected]
On behalf of the Board of Directors,
FUTURE FUEL CORPORATION
Luc Montaine, General Manager
This press release contains certain “forward-looking statements” under applicable Canadian securities laws. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events differ materially from those expressed or implied. by such forward-looking statements. These factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; uncertain financial markets; and delay or failure to obtain regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.