Smartset Services Announces Termination of Proposed Qualifying Transaction
February 6, 2023 - TheNewswire -Vancouver, British Columbia – Smartset Services Inc. (TSXV:SMAR.P) (“Smartset” or the “Company”), announced today that it has received notice from GBM Resources Ltd. (ASX: GBZ) (“GBM”) that GBM has terminated the asset purchase agreement pursuant to which Smartset had agreed to acquire GBM’s historic Mt. Morgan mine located in Western Australia (the “Mt. Morgan Acquisition”), as a result of the parties’ failure to satisfy all necessary conditions precedent, including completion of the capital raising condition precedent, by the agreed outside date.
As previously disclosed (see Smartset’s news releases dated June 13, 2021, July 17, 2021 and April 19, 2022), the Mt Morgan Acquisition was to form part of the Company’s proposed Qualifying Transaction (the “QT”), pursuant to which the Company would also acquire (the ‘GSG Acquisition”) all of the issued and outstanding shares of Great Southern Gold Corp. (“GSG”), a private BC Company which owns four prospective gold and copper projects in Australia.
As the completion of the Mt. Morgan Acquisition is a condition precedent to the Completion of the GSG Acquisition, the GSG Acquisition agreement between Smartset and GSG will also terminate in accordance with its terms effective March 14, 2023, unless terminated earlier on agreement by the parties (such date being the “QT Termination Date”).
As previously announced, in connection with the proposed QT, Smartset had advanced a secured loan in the amount of CAD $250,000 (the “Loan”). In connection with the termination of the QT, the Loan will become due and payable in monthly installments on the date that is one month after the date that is 120 days after the QT Termination Date.
The Company is working with the TSX Venture Exchange to determine when trading in the common shares of the Company, which was halted on announcement of the proposed transaction, will occur, and will provide further disclosure once the date of resumption of trading has been confirmed.
On behalf of SMARTSET SERVICES INC.
“John Randolph Clifford”
Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release contains statements that constitute “forward-looking information” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements contained in this press release include, without limitation, statements regarding: the terms, conditions, of the termination of the GSG Acquisition and the Loan, resumption of trading in the Company’s shares and the business and operations of the Company going forward. In making the forward- looking statements contained in this press release, the Company has made certain assumptions, including that: due diligence will be satisfactory; the Proposed Financing will be completed on acceptable terms; all applicable shareholder, and regulatory approvals for the Transaction will be received; and there would not be changes in the conditions under which the Transaction would complete, including regulatory changes or the operating environment for the Resulting issuer upon completion of the Transaction. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties and economic risks associated with current unprecedented market and economic circumstances due to the COVID-19 pandemic. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.