EARLY WARNING REPORT ISSUED PURSUANT TO NI 62‐103 - ACQUISITION OF SECURITIES OF VALKEA RESOURCES CORP. (FORMERLY OUTBACK GOLDFIELDS CORP.)
PERTH, Australia, Sept. 20, 2024 /CNW/ - This press release is being disseminated by S2 Resources Ltd. (the "Acquiror") as required by National Instrument 62‐103 in connection with the filing of an Early Warning Report regarding the acquisition of securities from treasury of Valkea Resources Corp. (formerly Outback Goldfields Corp.) (the "Company"), Suite 600 - 1111 West Hastings Street, Vancouver, British Columbia V6B 1B8.
On September 18, 2024, the Company completed an acquisition whereby the Company acquired all of the issued and outstanding shares of Sakumpu Exploration Oy (the "Target") from Norse Exploration Pty Ltd. (the "Acquiror Subsidiary"), an indirect wholly-owned subsidiary of the Acquiror (the "Acquisition") pursuant to a share purchase agreement between the Company, the Acquiror Subsidiary and the Acquiror dated May 9, 2024, as amended (the "Share Purchase Agreement"). As consideration for all of the issued and outstanding shares of the Target, the Company paid the Acquiror $1,500,000 in cash and issued 13,750,000 of its common shares (the "Shares") at $0.40 a Share (the "Acquired Shares") to the Acquiror.
Concurrently with the closing of the Acquisition, the Acquiror acquired 625,000 Shares and 625,000 Share purchase warrants ("Warrants") to acquire Shares at an exercise price of $0.60 for a period of 36 months as part of a concurrent private placement bridge financing of the Company. Immediately following the closing of the Acquisition the Acquiror held 14,375,000 Shares and 625,000 Warrants (the "Acquiror Warrants"), representing 45.6% of the issued and outstanding Shares (assuming the conversion of the Acquiror Warrants) and 30.4% of the issued and outstanding Shares on a fully-diluted basis.
The Acquired Shares were acquired for investment purposes. In accordance with a shareholder rights agreement between the Acquiror and the Company dated as of September 18, 2024 (the, "Shareholder Rights Agreement") for so long as the Acquiror holds an ownership interest equal to at least: (i) 10% of the Company, the Acquiror will be entitled to designate one nominee to serve as a director of the Company; and (ii) 20% of the Company, the Vendor will be entitled to designate two nominees to serve as directors of the Company.
In accordance with applicable securities laws and subject to the terms of the Shareholder Rights Agreement and a Form 5D – Value Securities Escrow Agreement with respect to the Acquired Shares, dated September 18, 2024 as required by the TSX Venture Exchange, the Acquiror may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and Acquiror may dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.
A copy of the Early Warning Report to be filed by the Acquiror will be available on SEDAR+ under the Company's profile on www.sedarplus.com.
SOURCE S2 Resources Ltd.
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