Vancouver, British Columbia--(Newsfile Corp. - January 8, 2021) - CloudBreak Discovery Corp. ("CloudBreak" or the "Company") is pleased to provide an update respecting its proposed transaction with Imperial X plc ("Imperial X") (see the Company's press release dated September 2, 2020). The parties are now contemplating a transaction under which CloudBreak will amalgamate with Howson Ventures Inc. ("Howson") and Cabox Gold Corp. ("Cabox") to form an amalgamated company that will be a subsidiary of Imperial X.
As consideration under the proposed transaction, Imperial X would issue an aggregate of approximately 149,568,502 Imperial X shares pro rata to the CloudBreak shareholders. Accordingly, each CloudBreak shareholder would receive approximately 4.643 Imperial X shares in exchange for each CloudBreak share held. Imperial X would also issue an aggregate of approximately 31,614,118 Imperial X shares to the Howson shareholders and an aggregate of approximately 35,000,000 Imperial X shares to the Cabox shareholders. Following completion of the transaction, as well as other ancillary transactions and financings being pursued by Imperial X, it is anticipated that on closing there would be an aggregate of approximately 316,983,947 Imperial X shares issued and outstanding, of which the former CloudBreak shareholders would hold approximately 47.18%.
The parties are currently conducting mutual due diligence and drafting and negotiating the transaction agreements and UK regulatory filings. CloudBreak will provide further updates respecting the transaction as and when warranted.
About CloudBreak Discovery Corp.
CloudBreak Discovery Corp. is focused on creating shareholder value through acquisition and monetization of prospective and underexplored mineral properties both domestically and internationally. The Company acquires undervalued assets both pre discovery and post discovery then works with 3rd party explorers and developers to advance the assets and build shareholder value.
On Behalf of the Board of Directors
Chief Executive Officer
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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