Magnum Goldcorp Inc. Announces Signing Of Amalgamation Agreement With Atlantico Energy Metals
The Transaction
Pursuant to the terms of the Agreement, the Company will acquire all of the outstanding shares in the capital of Atlantico (the " Atlantico Shares ") which are issued and outstanding immediately prior to the closing of the Transaction (the " Closing ") in consideration for units of the Company (each a " Consideration Unit ") at a deemed price equal to the greater of $0.10 per Consideration Unit and the minimum price permitted by the TSX Venture Exchange (the " TSXV "). Each Consideration Unit will consist of one common share in the capital of the Company and one transferrable warrant (each a " Warrant "). Each Warrant will entitle the holder to acquire an additional Share (a " Warrant Share ") at a price of $0.20 for a period of 24 months from the date of Closing (the " Closing Date ").
Prior to Closing, Atlantico intends to complete a private placement to raise gross proceeds of up to $1,380,000 (the " Offering ") by issuing up to 13,780,000 Atlantico Shares (the " Atlantico Financing Shares ") at a price of $0.10 per Atlantico Financing Share. The proceeds of the Offering will be used for the Transaction expenses, exploration expenses, for investor relations and marketing expenses and for general and administrative expenses before and after the Transaction. The Atlantico Financing may be closed in one or more tranches and the Atlantico Financing Shares will be exchanged for Consideration Units in the Transaction. Finder's fees may be paid in connection with the Atlantico Financing and in connection with the Transaction.
Prior to completion of the Transaction, the Company anticipates seeking shareholder approval for the de-listing of its common shares from the TSXV and seeking a listing on the Canadian Securities Exchange (the " CSE ") following completion of the Transaction.
Completion of the Transaction remains subject to a number of conditions including without limitation receipt of all necessary approvals from the shareholders of the parties and all applicable stock exchanges and regulatory authorities, and such other conditions as are customary in transactions of this nature.
Please refer to the Company's press release dated June 23, 2025 for further details regarding the Transaction and Atlantico.
Cautionary Note
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements, disinterested 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 the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
For further information visit the Company's website at .
Magnum Goldcorp Inc.
"Douglas L. Mason"
_______________________________________
Douglas L. Mason, Chief Executive Officer
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