Toronto, Ontario, Oct 15, 2018 (Newsfile Corp via COMTEX) — Golden Share Resources Corporation (GSH) (“Golden Share” or the “Company”) announces that it has entered into an arrangement agreement (the “Arrangement Agreement”) with its wholly-owned subsidiary incorporated under Delaware law, Harmony Energy Technologies Corporation (“Spinco”), to transfer its energy storage business to Spinco under a plan of arrangement (the “Arrangement”).
The assets to be transferred to Spinco under the Arrangement Agreement (the “Spin-off Assets”) are the Company’s license agreement and its agreement for commercializing technology. Both agreements are with the Battelle Memorial Institute, the operator of the Pacific Northwest National Laboratory for the U.S. Department of Energy. Please refer to the Company’s press releases dated October 18, 2016 and January 30, 2018, respectively.
Concurrently with the Arrangement, Spinco will complete a private placement (the “Spinco Financing”) of a minimum of 100,000 common shares (“Spinco Shares”) at a price of US$1.00 each, for minimum gross proceeds of US$100,000 (to be used for working capital).
Under the Arrangement Agreement, on the date that the Arrangement is effected the following principal steps will occur and will be deemed to occur in the following order without any further act or formality:
Golden Share will transfer the Spin-off Assets to Spinco, in consideration for 3,850,134 Spinco Shares;
Golden Share’s articles will be amended to create a new class of class A shares (“New GSH Shares”), which will provide their holders with the same rights and benefits as holders of Golden Share’s current common shares (“GSH Shares”);
Each 10 outstanding GSH Shares will be exchanged for 10 New GSH Shares and one Spinco Share (no fractions of Spinco Shares will be issued; any such fractions will be rounded down);
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