Vancouver, BC - Royal Monashee Gold Corp. (“Royal Monashee” or the “Company”) announces that it has entered into a letter of intent (“Letter of Intent”) to acquire all of the issued and outstanding shares of TraderOS Technologies Inc. (“TraderOS”), a private technology company focused on developing a collaborative charting and social networking platform to allow stock traders and content providers to broadcast and receive actionable trade ideas (the “Proposed Transaction”).
Pursuant to the Letter of Intent, the Company has agreed to acquire all of the issued and outstanding shares of TraderOS by way of a “three-cornered” amalgamation under the Business Corporations Act (British Columbia). Under the terms of the Proposed Transaction, TraderOS will amalgamate with a wholly-owned subsidiary of the Company to form a new entity, which will be a wholly-owned subsidiary of the Company. In exchange for their common shares of TraderOS, TraderOS shareholders will receive an aggregate of 120,000,000 common shares of the Company (60,000,000 common shares post-Consolidation, as discussed below).
In connection with the Proposed Transaction, the Company is proposing to consolidate all of its issued and outstanding common shares on a two for (2:1) basis (the “Consolidation”) and change its name to reflect its focus on the business of TraderOS. In addition, the Company is proposing to conduct a non-brokered financing (the “Concurrent Financing”) of up to 12,000,000 common shares (6,000,000 common shares post-Consolidation) at a price of $0.125 per share ($0.25 per share post-Consolidation). Following completion of the Proposed Transaction and the Concurrent Financing, it is anticipated that the current shareholders of TraderOS will hold approximately 86% of the issued and outstanding common shares of the Company.
Following completion of the Proposed Transaction, David Elias, Mike Edwards and Jeremy Pink will replace the current directors of the Company, will appoint a new management team for the Company and the Company will focus on the business of TraderOS. In addition, concurrently with the Proposed Transaction, the Company intends to seek a listing on the Canadian National Stock Exchange.
Completion of the Proposed Transaction is subject to a number of conditions including the execution of a definitive agreement, completion of the Concurrent Financing, completion of the Consolidation and completion of satisfactory due diligence.
ON BEHALF OF THE BOARD OFROYAL MONASHEE GOLD CORP.
JAMES TIMMSPresident and Director
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", “intends”, "anticipates", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulators.
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. As a result, the Company cannot guarantee that the Proposed Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.