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TORONTO, April 30, 2025 (GLOBE NEWSWIRE) — Jo-Jo Capital Canada Ltd. (Exchange: JOJO.P:CC) (“Jo-Jo” or the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) dated April 23, 2025 and fully executed on April 26th, 2025, with Placements Appalache Limitée (“PAL”), a privately owned Canadian company, established in the province of Québec since 1966. PAL has exclusive mining rights over High Purity Quartz deposits on the banks of the St-Lawrence gulf, situated at Baie-Johan-Beetz, Quebec.
Pursuant to the LOI, Jo-Jo and PAL (the “Parties” or individually as a “Party”) intend to enter into an arm’s length business combination transaction (the “Transaction”) intended to constitute a Qualifying Transaction as defined under TSX Venture Exchange (the “Exchange”) Policy 2.4 – Capital Pool Companies program. Upon completion of the Transaction, it is anticipated that the current shareholders of PAL will hold a majority of the outstanding voting securities of Jo-Jo. The Parties will bear their own costs in respect of the proposed Transaction.
PAL has been active in Canada’s silica mining industry for over 50 years, developing unique expertise in the silica market. Its Baie-Johan-Beetz deposit, located on the north shore of the Gulf of St. Lawrence, spans 54.22 hectares of ultra-white, high-purity silica. Ideally suited for open-pit quarry extraction, the deposit lies less than 800 meters from the main road and is complemented by 383.24 hectares of unexplored claims, offering significant expansion potential.
Designated a critical and strategic mineral in Canada since 2024, high-purity silica (commonly known as high-purity quartz) is the feedstock for silicon metal, which is essential for solar panels, semiconductors, microchips, batteries, fiber optics, and other advanced technologies. Material that does not meet the specifications for silicon metal feedstock or high-tech applications will be directed to the architectural and engineered stone markets.
Terms of the LOI:
Pursuant to the LOI, the Transaction will be structured as a reverse takeover, whereby the shareholders of PAL will exchange their securities for securities of Jo-Jo. The Transaction is expected to be completed by way of an amalgamation, plan of arrangement, share exchange, or another structure as mutually agreed upon by the Parties and approved by the Exchange and applicable regulatory authorities. The final structure will be determined based on legal, tax, and accounting advice to optimize efficiency and compliance, and will be detailed in a definitive agreement (the “Definitive Agreement”). The important terms of the LOI decided by the Parties are:
- The consideration for the Transaction shall be in the form of common shares of Jo-Jo. In determining the exchange ratio and overall consideration, a “Deemed Price” shall be applied. The Deemed Price will be based on the consideration of recent comparable market transactions and other factors mutually agreed upon by both Parties.
- Prior to or concurrent with the closing (the “Closing”) of the Transaction, PAL will complete a private placement financing of subscription receipts comprising regular units and Québec super flow-through units for minimum gross proceeds of C$3,000,000 and maximum gross proceeds of C$6,000,000 (the “Concurrent Financing”).
- Jo-Jo shall submit a filing statement and/or information circular for review to the Exchange in accordance with applicable securities laws and Exchange form requirements, which shall contain full, true and plain disclosure of all material facts relating to the Parties and the proposed Transaction.
- Commencing on the date of execution of this LOI, the Parties shall grant each other reasonable and full access to its books, records, contracts, personnel, and documents for a period of thirty (30) days (the “Due Diligence Period”) for the purpose of conducting comprehensive legal, financial, technical, and business due diligence investigations.
- Prior to or concurrent with the Closing of the Transaction, Jo-Jo shall consolidate its issued and outstanding common shares (the “Consolidation”) on a basis of two (2) pre-Consolidation common shares for one (1) post-Consolidation common share, such that it will have 4,099,375 common shares issued and outstanding, 250,100 stock options with an exercise price of C$0.10, 159,837 stock options with an exercise price of C$0.20 and 82,670 compensation options with an exercise price of C$0.20. Subject to Exchange approval, the Parties agree to amend the expiration date of the stock options to expire within thirty-six (36) months from the date of Closing of the Transaction.
- The Parties may terminate the LOI prior to the execution of the Definitive Agreement, upon giving each other a written notice of not less than ten (10) days.
- Jo-Jo shall maintain a bank account balance of at least $100,000, net of any liabilities, as at Closing.
- The receipt of all necessary regulatory, Exchange, shareholder, board, and third-party consents and approvals of Jo-Jo and PAL in connection with the Transaction.
- The settlement and execution of a mutually acceptable Definitive Agreement containing terms, conditions, representations, warranties and covenants together with all other documents, instruments, certificates, approvals and other agreements as are customary for a transaction of this nature.
- The approval of the Transaction and the matters herein provided by the board of directors of each Party, on or before the execution and delivery of the Definitive Agreement.
- Following the Closing and completion of the Transaction, the board of directors of the resulting issuer shall initially be comprised of a minimum of three (3) directors and a maximum of five (5) directors, to be appointed entirely by PAL.
- No evidence of any material adverse change in the business, affairs or operations of either Party between the date of the latest available financial statements and the Closing date.
- The satisfactory review of the financial condition, business, properties, title, assets and affairs of both Parties by each other.
- Unless such requirement is waived by the Exchange, Jo-Jo will be required to retain a sponsor in respect of the proposed Transaction (the “Sponsor”). The Sponsor shall have filed its final sponsorship report with the Exchange, which sponsorship report shall be accepted and approved by the Exchange such that following the Transaction, the resulting issuer shall have satisfied all minimum listing requirements of the Exchange.
- In connection with or following the completion of the Transaction, Jo-Jo shall, subject to receipt of all necessary regulatory, Exchange and shareholder approvals, amend its articles of incorporation to change its name to “Placements Appalache Limitée”, or such other name as the Parties may determine.
- The satisfactory completion of mutual legal, financial, technical, and business due diligence investigations within the Due Diligence Period.
- The receipt of satisfactory legal opinions customary for a transaction of this nature i.e. Jo-Jo receiving a satisfactory legal opinion from counsel to PAL with respect to such matters as counsel to Jo-Jo may require, acting reasonably.
The LOI is governed by the laws of the Province of Ontario, and the federal laws of Canada. Further information with respect to the proposed Transaction will be provided in subsequent press releases.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement 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.
Trading in the common shares of the Company will remain halted until the closing or termination of the Transaction. Upon completion of the Transaction, it is expected that the Company will be a Tier 2 Mining Issuer on the Exchange. The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
About Placements Appalache Limitée
Placements Appalache Limitée is a non-reporting issuer, validly incorporated and subsisting under the laws of the Province of Quebec. PAL has been operating in the Canadian mining industry since more than 50 years and has developed a precise and unique expertise over the Canadian silica market. PAL owns exclusive mining rights of an ultra-white High Purity Silica deposits on the bank of the St-Lawrence gulf, situated at Baie-Johan-Beetz, Quebec.
About Jo-Jo Capital Canada Ltd.
Jo-Jo Capital Canada Ltd. is a Canada-based capital pool company within the meaning of the policies of the Exchange. The principal business of the Company is the identification and evaluation of a Qualifying Transaction under the policies of the Exchange and, once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder’s approval, if required, and acceptance by regulatory authorities. The Company has not commenced commercial operations and has no assets other than cash.
On behalf of the Board of Directors
Peter Schloo
Chief Executive Officer
Jo-Jo Capital Canada Ltd.
[email protected]
(905) 505-0918
Forward-Looking Statements Disclaimer
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.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Jo-Jo assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to Jo-Jo. Additional information identifying risks and uncertainties is contained in filings by Jo-Jo with the Canadian securities regulators, which filings are available at www.sedarplus.ca.
Forward-looking statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, among other things, changes in general economic, business and political conditions, and the availability of financing.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update forward-looking statements except as required by law.
For more information about Jo-Jo, please contact Peter Schloo, Chief Executive Officer, at (905) 505-0918.
