Comprehensive Sponsorship Letter

Wednesday, May 22nd 2019. | Sample Templates



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Letter: due to the team on the Marvin, the ‘fundamental workers’ published three:46 pm EDT, Wednesday, September 9, 2020 Labor Day is more than just a time without work or a day for barbecues. It’s a time to rejoice the essential contributions working individuals make to our financial system and our social well-being. Labor Day 2020 introduced particular cases as the world faces the COVID-19 pandemic. Social distancing changes the style we’re able to have a good time the holiday this 12 months. however it also reinforces the magnitude of recognizing the crucial contributions that so many people make within the financial system and universal smartly-being. it is vital that we all respect and thank the first responders and essential worker’s. As govt Director of below One Roof, the no longer-for-profit owner, sponsor and operator of The Marvin and The Marvin little ones’s center, I want to take this chance to appreciate and specific our gratitude to the entire Marvin staff and contract personnel for their dedication, compassion, professionalism and dedication. they’re truly the “standard employees” who provide the fine courses and services for our senior grownup residents, their families, the children in our preschool and the neighborhood. whereas the COVID-19 pandemic created extraordinary challenges and required alterations in techniques and protocols, the entire body of workers and personnel working on the Marvin were committed to ensuring the fitness and protection of every person we serve. Our congregate housing operates 24/7/365 — and we were a hit in working while all residents and group of workers remained healthy. Our preschool program took a obligatory ruin, but has been providing first-class capabilities on the grounds that July. Our group of workers may additionally now not always spring to mind when one thinks of “essential employees.” but each one is definitely an essential part of The Marvin “household” — and we couldn’t give the excellence in all we do with out them. So on this week of Labor Day 2020, I wish to say thank you to the hardworking crew at the Marvin. you’re what makes us successful in all we do! Mary R. Windt executive Director below One Roof Letter: more advantageous effort essential to curb sexual abuse videos Letter: more desirable effort needed to curb sexual abuse videos When will our Utah-elected U.S. congressmen affect reasoned, ethical, vocal and advantageous law to combat the surge in on-line video clips of infant sexual abuse? Our elected representatives are shirking their collective accountability to existing and future generations. there was, and remains, a daunting rise in the distribution of baby sexual abuse videos throughout powerful cyber web systems. As media stories about QAnon distract our attention to perceived threats which on no account existed, the exponential raise in horrific, online video content, and the underlying crimes, proceed unabated. Our congressmen grasp a definite ethical obligation to sponsor complete legislation to sufficiently and perpetually fund the tracking and prosecution of these crook actors, in addition to efforts to protect the victims. for many U.S. residents this difficulty at present takes a backseat to C-19 and failing household funds. The little ones who had been and proceed to be abused have an equally pressing want for federal information. web titans, and our elected politicians, should be held liable to root out and eradicate this scourge! — Eric Weck, St. George XIB and Mayur elements Enter into Letter of Intent for Qualifying Transaction Vancouver, British Columbia–(Newsfile Corp. – September 14, 2020) – XIB I Capital Corp. (TSXV: XIB.P) (" XIB "), is blissful to announce it has entered into an arm’s length binding letter of intent dated September four, 2020 (the " LOI ") with Mayur supplies restrained (" Mayur "), a public enterprise listed on the Australian Securities alternate, pursuant to which XIB and Mayur have agreed to comprehensive a company aggregate (the " Transaction ") of XIB and Mayur’s entirely-owned subsidiary, MR Exploration PNG Pte Ltd. (" MRE "), whereby XIB will purchase all the issued and excellent shares of MRE (each, a " MRE Share ", and, together, the " MRE Shares "), together with definite MRE Shares to be issued to the Acquisition vendors (as defined beneath), in conjunction with the shares of Pre-Seed Financeco and MRE Financeco (each such term as defined below), in consideration for the issuance of regular shares within the capital of XIB (every, a " XIB Share " and, jointly, the " XIB Shares "). assistance About XIB XIB is a company existing under the legal guidelines of British Columbia, a reporting provider in British Columbia, ‎Alberta, Ontario and New Brunswick, and a "Capital Pool company" listed on the TSX challenge alternate (the ‎‎" change "). XIB has no longer commenced commercial operations and has no assets other than money, and XIB’s major company undertaking is to determine and evaluate alternatives for acquisition of property or company. XIB currently has 13,a hundred,000 XIB Shares issued and magnificent.‎ ‎If achieved, the Transaction will constitute XIB’s "Qualifying Transaction" (as described under policy 2.4 – Capital Pool companies of the trade (" policy 2.four ")).‎ extra tips concerning XIB can be present in the prospectus of XIB dated November 9, 2018 and XIB’s other continual disclosure filings, which are available under XIB’s profile on SEDAR at www.sedar.com. ‎ suggestions About Mayur and MRE Mayur, a public company listed on the Australian Securities alternate which is current below the laws of Singapore, has been working considering 2011 with the purpose of buying, exploring and developing mineral and energy construction alternatives in Papua New Guinea and neighbouring international locations. seeing that inception, Mayur has centered a portfolio of initiatives that contains industrial minerals (construction sands, magnetite sands, heavy mineral sands and limestone), copper and gold, and coal and vigor generation. Mayur has no shareholders protecting in extra of 20% of its excellent shares apart from Paul Mulder, Mayur’s Managing Director, who holds, without delay or in a roundabout way, shares representing approximately 29% of Mayur’s fabulous shares. Story continues MRE is a wholly-owned subsidiary of Mayur and a personal company latest beneath the laws of Singapore. through its thoroughly-owned subsidiary current beneath the laws of Papua ‎New Guinea, Mayur Exploration PNG restricted (" MRE Subco "), ‎MRE holds certain gold and copper exploration homes (the " MRE residences ") in Papua New Guinea. additionally, MRE has entered into a binding term sheet with the shareholders of Ballygowan restricted ‎‎(" Ballygowan ") and Pacific Arc Aurum (Niugini) limited (" Pacific Arc ") to purchase all of ‎the securities of Ballygowan and Pacific Arc in return for MRE Shares (the ‎‎" Acquisitions "). Ballygowan holds certain gold and copper exploration and development ‎residences (the " Ballygowan houses ") in Papua ‎New Guinea. Pacific Arc holds a gold and copper exploration ‎property (the " Pacific Arc Property ") in Papua ‎New Guinea. As part of, and as a condition to the completion of, the Transaction, MRE expects to finished the Acquisitions, such that after XIB acquires MRE, MRE will own MRE Subco, Ballygowan and Pacfic Arc and, through ‎them, the MRE properties, the Ballygowan homes and the Pacific Arc Property. counsel in regards to the Proposed Transaction The LOI units out the widespread phrases of the Transaction as at present contemplated by XIB and Mayur. The precise terms and prerequisites of the Transaction, including the structure of the Transaction, should be contained in a definitive settlement (the " Definitive settlement ") to be negotiated between XIB and Mayur and MRE (each, a " birthday party ", and, together, the " events "). XIB and Mayur have agreed to negotiate in good religion to reach the Definitive agreement on or earlier than October 26, 2020 (the " Definitive agreement Date "), and to finished the Transaction on or earlier than January 29, 2021 (the " outdoor cut-off date "). The Transaction will take the variety of a share trade, scheme of association, amalgamation and/or different identical transaction, whereby the entire awesome MRE Shares, including the MRE Shares to be issued to the Acquisition vendors, in conjunction with the shares of Pre-Seed Financeco and MRE Financeco, (in each case, held automatically previous to the closing of the Transaction (the " Closing ")) in consideration for the issuance of XIB Shares. it’s expected that the fantastic MRE Shares, including the MRE Shares issuable to the Acquisition vendors, may be exchanged for a complete of 71,666,666 XIB Shares on a submit-Consolidation foundation (as described beneath). Following the Closing, MRE will develop into a totally-owned subsidiary of XIB or in any other case mix its company existence with that of XIB. As a part of, and as a situation to the completion of, the Transaction, an fairness offering is anticipated to be achieved to lift minimum gross proceeds of C$5,000,000 (the " Concurrent Financing ") at a great expense of C$0.30 per share on a post-Consolidation groundwork. The exact constitution and the terms and conditions of the Concurrent Financing might be collectively agreed upon by using the events. despite the fact, it’s presently expected that the Concurrent Financing could be undertaken as a brokered deepest placement of subscription receipts by way of a new single goal Canadian supplier (the " MRE Financeco ") to be included through Mayur for the purposes of conducting the Concurrent Financing pursuant to which the gross proceeds from the Concurrent Financing (much less a portion of the brokers’ prices and charges) can be placed in escrow pending the delight of all conditions precedent to the completion of the Transaction, upon which the escrowed proceeds could be released to MRE Financeco, the subscription receipts will convert into average shares of MRE Financeco (each and every, a " MRE Financeco Share " and, at the same time, the " MRE Financeco Shares "), and such MRE Financeco Shares might be exchanged for a total of sixteen,666,667 XIB Shares on a post-Consolidation groundwork (assuming a C$5,000,000 financing). In connection with the Transaction, XIB will: (i) consolidate the at present remarkable XIB Shares on a 2.sixty two for 1 basis (the " Consolidation ") to be accomplished concurrent with the Transaction (and in advance of the issuance of XIB Shares on Closing), so that following the Consolidation, XIB will have 5,000,000 XIB Shares issued and outstanding; and (ii) alternate its identify to "Adyton materials constrained", or such different identify as Mayur might also stipulate (the " name exchange "). Following the Closing, the company of XIB (following Closing, said as the " resulting issuer ") could be the company of MRE, the management and administrators of the ensuing issuer can be constituted as described beneath, and it’s expected that the ensuing issuer might be listed on the alternate as a Tier 2 Mining provider. The Transaction is subject to the approval of the alternate. The Transaction could be completed pursuant to, and in strict accordance with, applicable company and securities legislations necessities and accessible exemptions under relevant securities legal guidelines. The XIB Shares issuable in reference to the Transaction may well be discipline to exchange escrow or seed share resale restrictions and to hang intervals as required pursuant to relevant securities legal guidelines. The completion of the Transaction is discipline to the satisfaction of numerous situations as are typical for a transaction of this nature, including however no longer restrained to: (i) receipt of all essential is of the same opinion, waivers, permissions and approvals for the Transaction, including the approval of the change; (ii) the resulting provider meeting the minimum list requirements of the alternate; (iii) the time limit happening no later than January 29, 2021, until in any other case prolonged in writing via mutual contract of both parties; (iv) the representations, warranties and covenants made through each and every birthday celebration being real and correct in all cloth respects as of the time limit; (v) no birthday party being in material breach of its responsibilities beneath the Definitive agreement; (vi) no experience or change taking place that could fairly likely to have a cloth antagonistic impact on either XIB or MRE; (vii) the completion of the Acquisitions; (viii) the completion of the Financings and the Pre-Seed Financing (each and every such time period as defined beneath); (ix) the issuance of the XIB Shares in reference to the Transaction being exempt from prospectus necessities under applicable securities legal guidelines; (x) MRE featuring XIB with such fiscal statements as are required for the Qualifying Transaction; (xi) MRE proposing XIB with technical reports compliant with countrywide Instrument 43-a hundred and one – necessities of Disclosure for Mineral initiatives in admire of the MRE properties, the Ballygowan residences and the Pacific Arc Property desirable to the exchange; and (xii) if required, MRE offering XIB with a formal valuation suited to the exchange. Assuming the completion of the Transaction, the Acquisitions, the Financings and the Pre-Seed Financing, at the very least 112,666,665 XIB Shares are expected to be issued and astounding on the time limit, of which: (i) Mayur will cling approximately 50.1% of the XIB Shares; (ii) the Acquisition carriers will grasp about 16.three% of the XIB Shares; (iii) the latest holders of the XIB Shares will hold approximately 4.4% of the XIB Shares; (iv) the purchasers beneath the Financings (no longer including Mayur) will hold approximately 23.9% of the XIB Shares; and (v) the valued clientele below the Pre-Seed Financing will cling approximately 5.three% of the XIB Shares. The parties can also now not believe alternative transactions unless the LOI has been terminated based on its terms. The Transaction is an arm’s length transaction and hence will no longer require shareholder approval under policy 2.four. youngsters, if, for instance, the Transaction is structured as an amalgamation or a plan of arrangement, shareholder approval can also in any other case be required for corporate law explanations. To the extent necessary, XIB will name a special meeting of its shareholders in order to approve the Consolidation and the name exchange and such different things as is vital to comprehensive the Transaction, including any shareholder approvals concerning the Transaction required through the trade. No finder’s prices are payable in connection with the Transaction. directors and Officers of the resulting company Following the Closing, the board of administrators of the ensuing company will at the start be made out of six administrators, or such other quantity as can be stipulated via Mayur. it is anticipated that the following people can be directors and officers of the resulting issuer following completion of the Transaction: (i) Frank Terranova – govt Chairman and Chief government Officer; (ii) Rod Watt – government Director and Chief Geologist; (iii) Sinton Spence – Non-executive Director; (iv) Tim Crossley – Non-executive Director; and (v) Stephen Kelly – Chief monetary Officer and company Secretary. Two extra administrators, including one nominee of XIB, are expected to be appointed or elected as directors. Mr. Terranova has wide adventure as a director and govt for a diverse latitude of aid groups throughout numerous global jurisdictions having generated gigantic price for shareholders via organically becoming businesses and successful M&A transactions. he’s the previous Managing Director of Allied Gold PLC, which effectively developed and operated gold mines in Papua New Guinea and Solomon Islands. ahead of that he changed into the Managing Director of Polymetals Mining confined and led its transformation through a merger with Southern pass Goldfields constrained in 2013 and oversaw the combined neighborhood’s recapitalisation software. Mr. Terranova is a Chartered Accountant in Australia. Mr. Watt is a incredibly experienced geologist and supplies government with over 30 years experience in each principal and junior resource agencies. He has established success in managing complex multi-commodity exploration / construction initiatives across South East Asia and Australia. prior to now, Rod spent 10 years with Anglo American retaining the roles of Exploration / country supervisor in Papua New Guinea, Indonesia and the Philippines. just before joining Anglo American, he spent a few years working within the junior useful resource sector and earlier than this 17 years with Western Mining Corp where he closing held the position of Chief Geologist / site manager. besides being a certified geologist, Rod has a Graduate Diploma in applied Finance and funding from the Securities Institute of Australia. Mr. Spence is a Chartered Accountant based in Port Moresby, Papua New Guinea, and the essential of Sinton Spence Chartered Accountants, Papua New Guinea’s largest independent accounting enterprise. In 2006, he become awarded an MBE via the Queen for functions to Papua New Guinea commerce and the community. He has had extensive event in company follow in Papua New Guinea and is an skilled company director. He has held positions as a director of Sierra Mining and additionally Shell Oil Exploration and creation PNG Ltd. Mr. Crossley has wide event as a director and mining govt, having operated some of Australia’s largest mining organizations including roles as Deputy CEO of ASX-listed Gloucester Coal, and President and Chief working Officer at BHP Billiton’s West Australian Iron Ore company. Tim additionally held the place of executive regularly occurring manager of carbon metal materials for Gina Rinehart’s Hancock Prospecting Pty Ltd’s Roy Hill undertaking. Tim has additionally held senior roles in BHP’s manganese company and metallurgical coal enterprise and changed into a Director in ASX-listed VDM neighborhood. Tim is additionally a former President of the Northern Territory Minerals Council and govt Chairman of Trans-Tasman components. Mr. Kelly is a highly skilled director, Chief economic Officer and enterprise Secretary. a professional Australian Chartered Accountant, Mr. Kelly has more than 30 years overseas adventure in the areas of external and inner audit, possibility management and compliance, treasury and company finance across quite a number trade sectors including agribusiness, mining, infrastructure, property building and banking and finance. Mr. Kelly has event offering company Secretarial and Chief financial Officer functions to corporations listed on stock exchanges in Australia, Canada and the UK. Mr. Kelly is a Member of the Institute of Chartered Accountants in Australia. Financing preparations As a part of, and as a situation to the completion of, the Transaction, MRE Financeco will finished the Concurrent Financing to raise gross proceeds of at least C$5,000,000. As a part of, and as a situation to the completion of, the Transaction, it’s also expected that a founders financing can be completed as quickly as reasonably doable following the date hereof for gross proceeds of C$one hundred twenty,000 (the " Pre-Seed Financing ") at an exceptional cost of C$0.02 per share on a publish-Consolidation groundwork (as described under). The genuine constitution and the terms and stipulations of the Pre-Seed Financing could be mutually agreed upon by way of the parties. despite the fact, it is anticipated that the Pre-Seed Financing might be undertaken as a non-brokered inner most placement of subscription receipts through a new single intention Canadian organisation (the " Pre-Seed Financeco ") to be included for the applications of conducting the Pre-Seed Financing pursuant to which the gross proceeds from the Pre-Seed Financing may be positioned in escrow pending the pride of all conditions precedent to the completion of the Transaction, upon which the escrowed proceeds will be released to Pre-Seed Financeco, the subscription receipts will convert into standard shares of Pre-Seed Financeco, and such shares will be exchanged for a total of 6,000,000 XIB Shares on a submit-Consolidation basis (assuming a C$one hundred twenty,000 financing). As a part of, and as a circumstance to the completion of, the Transaction, it’s additionally anticipated that an preliminary seed financing could be accomplished as quickly as fairly achievable following the date hereof for gross proceeds of C$2,000,000 (the " Seed Financing " and, together with the Concurrent Financing, the " Financings ") at an effective cost of C$0.15 per share on a post-Consolidation groundwork, with Mayur collaborating for C$460,002 of the Seed Financing. The specific constitution and the phrases and stipulations of the Seed Financing could be together agreed upon by way of the events. despite the fact, it is anticipated that the Seed Financing will be undertaken as a non-brokered inner most placement of subscription receipts by means of MRE Financeco pursuant to which the gross proceeds from the Seed Financing will be positioned in escrow pending the delight of all situations precedent to the completion of the Transaction, upon which the escrowed proceeds might be launched to MRE Financeco, the subscription receipts will convert into MRE Financeco Shares, and such MRE Financeco Shares will be exchanged for a complete of 13,333,334 XIB Shares on a submit-Consolidation groundwork (assuming a C$2,000,000 financing). There could be cash commissions and/or broker warrants paid and/or issued to brokers and/or eligible finders in relation to the Financings and the Pre-Seed Financing. Sponsorship Sponsorship of a Qualifying Transaction of a Capital Pool business is required by way of the alternate until an exemption from the sponsorship requirement is obtainable. XIB intends to follow for a waiver from the sponsorship necessities. There isn’t any assurance that XIB will be capable of attain this type of waiver. additional information extra particulars concerning the Transaction, including extra particulars of the ensuing issuer, the Acquisitions, the Financings and the Pre-Seed Financing and a summary of MRE’s monetary guidance, should be provided in a subsequent finished press unlock as required with the aid of the change, as well as a submitting commentary ‎of XIB to be prepared and filed in respect of the Transaction. investors are cautioned that, except ‎as disclosed within the submitting remark, any assistance released or bought with recognize to the Trans‎action may additionally not be accurate or finished and may not be relied upon. trading in the securities of a ‎Capital Pool company should be considered enormously speculative.‎ All counsel contained during this press liberate with admire to XIB and Mayur and MRE changed into offered for inclusion herein with the aid of the respective events and each birthday celebration and its directors and officers have relied on the other party for any assistance about the other party. Completion of the Transaction is discipline to a couple of conditions, including but not restrained to, trade acceptance and if applicable pursuant to trade necessities, majority of the minority shareholder approval. the place relevant, the Transaction cannot close except the required shareholder approval is obtained. There may also be no assurance that the Transaction could be completed as proposed or in any respect. buyers are recommended that, apart from as disclosed within the administration tips circular or submitting statement to be prepared in reference to the Transaction, any counsel launched or bought with respect to the Transaction might also no longer be correct or comprehensive and should now not be relied upon. buying and selling within the securities of a Capital Pool business should still be regarded highly speculative. The TSX project trade Inc. has by no means handed upon the merits of the proposed Transaction and has neither authorised nor disapproved the contents of this press unencumber. For further suggestions please contact Ted Browne, CEO of XIB, with the aid of e mail at ted@xibfinancial.com or by phone at 647-943-0736. note on forward-searching tips information set forth in this news release contains ahead-searching statements. These statements replicate management’s existing estimates, beliefs, intentions and expectations involving the future, together with, but not restricted to, XIB’s completion of the Transaction and related transactions, XIB getting into the Definitive settlement, the completion of the Acquisitions, the completion of the Financings and the Pre-Seed Financing, the proposed officers of the resulting issuer and the circumstances to be satisfied for the completion of the Transaction. Such statements are not guarantees of future efficiency. they are field to hazards and uncertainties that may cause genuine effects, efficiency or trends to differ materially from those contained within the statements, together with hazards related to elements past the handle of XIB. Such factors include, amongst different issues: the parties may also not enter into the Definitive settlement; the requisite corporate approvals of the administrators and shareholders of the events can also not be got; the change may additionally now not approve the Transaction; the Acquisitions may additionally not be capable of being accomplished as presently expected or in any respect; satisfactory dollars may not be raised pursuant to the Financings and the Pre-Seed Financings; and other dangers that are general to transactions of this nature. No assurance can also be due to the fact that any of the events predicted via the forward-looking statements will turn up or, in the event that they do turn up, what merits XIB will reap from them. apart from as required below applicable securities legislations, XIB undertakes no responsibility to publicly update or revise ahead-looking assistance. now not FOR DISSEMINATION within the u.s. OR via US NEWSWIRE features To view the supply edition of this press release, please visit https://www.newsfilecorp.com/unlock/63708.




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