Edmonton, AB, Canada – March 22, 2022 – Mineworx Technologies Ltd., (the “Corporation” or “Mineworx“) (TSXV: MWX) (OTCQB: MWXRF) (FSE: YRS WKN: A2DSW3) announced that, further to its January 17, 2022 news release, it has entered into a share purchase agreement dated March 21, 2022 (the “Share Purchase Agreement”) with Iron Bull Mining Inc. (“Iron Bull”), pursuant to which Mineworx will sell its Spanish subsidiary, Magnetitas del Cehegín, S.L. (“MDC”), which company is the direct owner of Mineworx’s Cehegin Iron Ore Asset, for a purchase price of $20,000,000 (the “Proposed Transaction”). The arm’s length Proposed Transaction will constitute a “Change of Business” for Mineworx (the “Proposed COB”) under the applicable policies of the TSX Venture Exchange (the “TSXV”). The Proposed COB would see Mineworx transition from a Resource Issuer to a Technology Issuer on the TSXV.
Prior to the closing of the Proposed Transaction, MDC would complete a reorganization (the “MDC Reorganization”), pursuant to which Mineworx’s direct wholly-owned Spanish subsidiary, Solid Mines Espana, S.A.U. (“SME”), would merge with its direct wholly owned subsidiary, MDC, such that MDC is the surviving entity that holds the Cehegin Iron Ore Asset. If the MDC Reorganization has not been completed prior to the intended closing date, and if both parties agree to waive the closing condition that the MDC Reorganization has been completed, then Mineworx may sell all of the issued and outstanding shares of SME pursuant to the Proposed Transaction.
Pursuant to the Proposed Transaction, the purchase price in the amount of $20,000,000 will be paid by the issuance of an aggregate of 20,000,000 common shares in the capital of Iron Bull (the “Iron Bull Shares”) at a deemed price of $1.00 per share. In connection with the Proposed Transaction, management of Mineworx intends to distribute approximately 86.6% of the Iron Bull Shares to the shareholders of the Corporation by way of dividend or other distribution of capital and concurrently reduce the stated capital of the common shares of Mineworx by an amount equal to the aggregate value of the Iron Bull Shares distributed in the Proposed Transaction, projected to be $17,325,804 (the “Reduction of Stated Capital”).
In connection with the Proposed COB, the Corporation also intends to change the name of the Corporation to such name as the Board of Directors of the Corporation deem appropriate and as may be approved by the applicable regulatory authorities (the “Name Change”).
There will be no change to the directors and officers of the Corporation in connection with the Proposed Transaction or Proposed COB.
Conditions
The Proposed Transaction is subject to a number of conditions including the following: (a) the completion of the MDC Reorganization; (b) Don Weatherbee, the Chief Financial Officer of Mineworx, shall be appointed as Chief Financial Officer and as a director of Iron Bull; (c) the TSXV shall have provided Mineworx with conditional approval for the Proposed COB; (d) the approval of the shareholders of Mineworx of the Proposed COB; (e) if required by the TSXV, Mineworx shall retain a sponsor to provide a sponsorship report to the TSXV in respect of the Proposed COB or use reasonable efforts to obtain a sponsorship exemption; and (f) all required regulatory approvals shall have been obtained.
Shareholder Meeting
Mineworx has called a special meeting of shareholders to be held on May 6, 2022, to approve, among other things, the Proposed COB, the Reduction of Stated Capital and the Name Change.
Sponsorship
Mineworx has applied for an exemption from the TSXV’s sponsorship requirements in connection with the Proposed COB.
