January 6, 2025, Vancouver, British Columbia – Supernova Metals Corp. (the “Company”) (CSE:SUPR) (OTC:ABETF) (Frankfurt:A1S.F) announces that it has entered into a definitive share exchange agreement (the “Exchange Agreement”), dated January 3, 2025, with NamLith Resources Corp. (“NamLith”), a privately held arm's-length company established under the laws of the Republic of Seychelles, and each of the shareholders of NamLith. Pursuant to the terms of the Exchange Agreement, the Company proposes to acquire (the “Transaction”) all of the outstanding share capital of NamLith.
NamLith controls a 12.5% equity interest in Westoil Limited (“Westoil”), also a privately held company established under the laws of the Republic of Seychelles, which itself controls a 70% interest in Petroleum Exploration License (PEL 107), located offshore of Namibia in the Orange Basin. The acquisition of NamLith will provide the Company with an interest in an additional exploration-stage project in the energy sector in a highly prospective region.
Transaction Summary
Pursuant to the terms of the Exchange Agreement, the Company proposes to acquire all of the issued and outstanding share capital of NamLith in consideration for the issuance of an aggregate of 15,000,000 common shares (the “Consideration Shares”) to the existing shareholders of NamLith. The Consideration Shares are not expected to be subject to restrictions on resale.
The Company is at arm’s length from NamLith, and each of its shareholders, as well as Westoil. The Transaction will not constitute a fundamental change for the Company and will not result in a change of control of the Company (within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange). No changes to the board of directors or management of the Company are anticipated in connection with completion of the Transaction. No finder's fee is payable in connection with completion of the Transaction.
Completion of the Transaction remains subject to a number of conditions, including NamLith having outstanding liabilities which do not exceed US$50,000 at the time of closing, receipt of any required regulatory approvals, and delivery of customary closing documents.
On Behalf of the Board of Directors
Sean McGrath
Chief Executive Officer
T: 604.737.2303
E: info@supernovametals.com
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “would”, “will”, “potential”, “scheduled” or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, that the Transaction will be completed. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that it will complete the Transaction, that market fundamentals will support the viability of mining exploration, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration of the Project, and the availability of and the ability to retain and attract qualified personnel. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, future prices of minerals, changes in the financial markets and in the demand for minerals, changes in laws, regulations and policies affecting the mineral exploration industry, as well as the risks and uncertainties which are more fully described in the Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's SEDAR+ profile. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward- looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.