Tickers: XTSX:FMK
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Vancouver, British Columbia / TheNewswire / September 7, 2018 - Flying Monkey Capital Corp. (FMK.H) ("FMCC" or the "Company"), is pleased to announce that it has received the conditional approval of the TSX Venture Exchange (the "Exchange") to close its previously announced acquisition of Fabled Copper and Gold Corp. ("Fabled") by way of a share exchange by which FMCC will purchase all the shares of Fabled in exchange for shares of FMCC (the "Transaction"). The Transaction was announced in news releases dated July 6, 2017 and September 5, 2017. The Transaction will constitute FMCC's Qualifying Transaction ("QT") as set forth in Policy 2.4 of the Exchange.
In connection with the Transaction, the Company has filed its filing statement dated September 5, 2018 (the "Filing Statement"), a share purchase agreement between FMCC, Fabled and all the shareholders of Fabled dated November 16, 2017 and amended on March 8, 2018 (the "SPA"), and the Technical Report on the Muskwa Project on SEDAR. Investors are encouraged to review the Filing Statement, which provides detailed information about the Qualifying Transaction, FMCC, Fabled, and the Resulting Issuer upon the completion of the Transaction, at www.sedar.com. FMCC anticipates closing the Transaction on or about September 19, 2018.
The Company also announces the resignation of Rodney W. Reum as director of the Company, effective September 4, 2018. FMCC thanks Mr. Reum for his contribution to the Company and his role in bringing the Transaction to its current stage.
Financing update
The Company is pleased to announce that Fabled completed a non-brokered financing of 8,746,741 shares of Fabled at the price of $0.15 per share for the gross proceeds of $1,312,011.15 (the "Financing"). The Financing was completed in five tranches with the final tranche closing on September 4, 2018.
Transaction Terms
Pursuant to the terms of the SPA, FMCC and Fabled will complete a business combination by way of share share exchange. Where the Fabled shareholders have paid less than $0.05 cash per share they will receive one post-consolidated FMCC common share for every 2.67391250187413 Fabled Shares currently held. Where the Fabled shareholders have paid $0.05 or more cash per share for their Fabled Shares they will receive one post-consolidated FMCC common share for every one Fabled Share currently held.
This will result in the issuance of 42,574,427 shares of FMCC to the shareholders of Fabled in respect of the Transaction
Name Change and Trading Symbol
The Company has reserved the trading symbol "FCO" which shall be the Resulting Issuers trading symbol. The Company will change its name at closing to Fabled Copper Corp.
Sponsorship
The Company has obtained a waiver of sponsorship from the Exchange and therefore will not appoint a sponsor of the Transaction.
Directors, Officers and Insiders of the Resulting Issuer
On completion of the Transaction Rodney W. Reum will not become CFO of the Resulting Issuer as previously disclosed. The CFO of the Resulting Issuer will instead be Eugene A. Hodgson. Mr Hodgson will also be appointed President of the Resulting Issuer.
Mr. Hodgson is an accomplished senior executive in both private industry as a banker, financial and public policy advisor. He is an experienced negotiator with First Nations groups and a strategic Board member for a number of business and community associations. Currently he is Founder/President of an independent consultancy providing strategic and financial advisory primarily to startups in the bioscience, green energy, and mining sectors. Concurrently he is President/CFO of separate biosciences and metals mining companies.
He has served on multiple boards and advisory councils, including for Rover Metals Corp. (Chair, Audit Committee); Redfund Capital Corp. (Chair, Audit Committee; Investment Advisor); Pebble Labs (Chair, Audit Committee); Maxtech Ventures (Chair, Audit Committee); Vancouver Board of Trade (Chair, Communications Committee); Sea Breeze Power; IPPBC (Chair, Governance Committee); Pacific Cascade Minerals (Chair); Alda Pharmaceuticals; Metron Capital Corporation; and Equitable Real Estate Investment Corporation. He was Co-Founder of Families for School Seismic Safety (FSSS) that successfully lobbied for $1.8B+ in British Columbia government funding for seismic upgrades in schools. He is a recipient of the Queen's Silver Jubilee Medal.
General
All other details of the transaction remain as disclosed in the Company's news releases dated July 6, 2017 and September 5, 2017
Completion of the Transaction is subject to a number of conditions, including but not limited to final Exchange acceptance. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to FMCC and Fabled was supplied by the parties, respectively, for inclusion herein, and FMCC and its directors and officers have relied on Fabled for any information concerning such party.
Other Information and Updates
The Company will issue a further press release once the TSXV issues its bulletin announcing its final approval of the Qualifying Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the TSXV.
For further information please contact:
Larry K. Doan, President
Flying Monkey Capital Corp.
Phone: (778) 867-8874
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