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OR DISSEMINATION IN THE UNITED STATESVANCOUVER, British Columbia, Jan. 12, 2018 — Evermount Ventures Inc. (NEX:ETV.H) (“Evermount”), a capital pool company pursuant to Policy 2.4 (the “Policy”) of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has entered into a letter of intent (the “LOI”) dated January 9, 2018 with SW Tech Corporation (“SW Tech”). The LOI contemplates that Evermount will complete a business combination with SW Tech (the “Transaction”) whereby Evermount will acquire all of the issued and outstanding securities of SW Tech from its shareholders. The proposed Transaction is intended to constitute the “qualifying transaction” (as such term is defined in the Policy) of Evermount. On closing (the “Closing”) of the Transaction, the resulting issuer (the “Resulting Issuer”) will be listed as a Tier 2 “Mining” issuer on the TSXV.
Transaction SummaryPursuant to the LOI, the Transaction will be effected by Evermount issuing 300,000,000 common shares to the shareholders of SW Tech, at a deemed price of $0.125 per share for an aggregate purchase price of $37,500,000, in consideration for Evermount’s acquisition of all of the issued and outstanding shares of SW Tech from SW Tech’s shareholders, which will result in SW Tech becoming a wholly-owned subsidiary of the Resulting Issuer. Evermount intends to complete a non-brokered private placement (the “Concurrent Offering”) which will close concurrently with the Closing of the Transaction, pursuant to which Evermount intends to issue an aggregate of approximately 75,000,000 common shares at a price of $0.125 per share to arm’s length subscribers for gross proceeds of approximately $9,375,000. The proceeds of the Concurrent Offering will be used to advance the exploration and development of the Ord Mountain Project of the Resulting Issuer, and for working capital and general corporate purposes Upon Closing of the Transaction and subject to acceptance of the Exchange, a finder’s fee of $20,000 is payable to Steve Veitch, an arm’s length individual to Evermount and SW Tech.The proposed Transaction is not a “Non-Arm’s Length Qualifying Transaction” as such term is defined in the Policy and will therefore not be subject to shareholder approval. Evermount will prepare a filing statement for submission to the TSXV in accordance with TSXV policies.Evermount currently has 6,800,000 common shares issued and outstanding, as well as 400,000 incentive stock options to acquire the same number of common shares at $0.10 per share. Following the Closing of the Transaction, 381,800,000 common shares of the Resulting Issuer will be issued and outstanding on a non-diluted basis. Shareholders of Evermount immediately prior to the Closing of the Transaction and the Concurrent Offering will hold common shares representing approximately 1.78% of the capital of the Resulting Issuer following the Closing of the Transaction on a non-diluted basis. Ord Mountain Gold Holding LLC is the only shareholder who will hold 10% or more of the issued and outstanding common shares of the Resulting Issuer upon the Closing of the Transaction. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (which agreement shall include representations, warranties, conditions and covenants typical for a transaction of this nature); the completion of the Concurrent Offering; the completion of a technical report for the Ord Mountain Project compliant with National Instrument 43-101 and the policies of the TSXV; the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the TSXV, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction; the absence of any material adverse condition with respect to the financial and operational condition or the assets of each of the parties; and the delivery of customary closing documentation including, without limitation, legal opinions, officers’ certificates and certificates of good standing or compliance.The completion of the Transaction is expected to occur on the fifth business day following the satisfaction or waiver of the conditions precedent. The parties have agreed to use best efforts to close the Transaction as soon as possible. Each of Evermount and SW Tech will be responsible for the payment of their own professional fees. Evermount has agreed to bear the sponsorship fee (if sponsorship is required by TSXV), listing fee and any other expenses in connection with the foreign due diligence searches required by the TSXV.Trading in the common shares of Evermount is halted and will remain halted pending the satisfaction of all applicable requirements of the TSXV. There can be no assurance that trading in the common shares of Evermount will resume prior to the completion of the Transaction. Information concerning SW TechSW Tech is a private company incorporated on October 17, 2005 under the laws of California. SW Tech’s head office is located at Suite 300, 225 S. Lake Avenue, Pasadena, California, USA, 91101. SW Tech wholly owns the Ord Mountain Project, which is located in the Mojave Desert, San Bernardino County, California, USA, 160 km northeast of Los Angeles. The Ord Mountain Project is an early stage shear zone controlled low grade porphyry style gold-copper (Au-Cu) exploration project.Between 2008 and 2012 SW Tech carried out exploration work on the project including topographic and geological mapping, aeromagnetic surveying, surface chip and channel sampling, adit channel sampling and diamond drilling program. Work carried out on the property was designed to test the extents of the known shear zone for the presence of low grade, porphyry style Au-Cu mineralisation. Further drilling was completed in 2012 – 2013.The Ord Mountain Project is underlain by the Jurassic aged metavolcanics of the Ord Mountain Group. The predominant rock types occurring on the property are andesite and monzonite. Mineralisation is structurally controlled and the primary mineralisation-bearing structure on the property is the Ord Mountain Shear Zone (OMSZ). Both brittle and ductile deformation occur within and around the OMSZ. The shear zone is near vertical and between 30 metres (m) and 200 m wide. Several splay faults and shears as well as two mineralised porphyry intrusions are associated with the OMSZ.Mineralisation on the Ord Mountain Project is primarily hosted in disseminated base metal sulphides. The sulphides are concentrated in breccias and quartz veining in the central part of the OMSZ and are disseminated at the edges.SW Tech is currently preparing a technical report for the Ord Mountain Project compliant with National Instrument 43-101 and the policies of the TSXV.Based on SW Tech’s draft management-prepared unaudited consolidated financial statements for the year ended December 31, 2017, SW Tech had no revenues and a net loss of US$565,169. As of December 31, 2017, SW Tech’s total assets and liabilities were approximately US$13,253,459 and US$1,500,000, respectively.Board of Directors and Management of the Resulting IssuerEvermount and SW Tech intend that upon Closing, the Resulting Issuer’s board of directors will possess a mix of appropriate skill sets and be compliant with all applicable regulatory and corporate governance requirements. The board of directors of Evermount currently consists of three (3) members. Upon Closing, the board of directors will be increased to four (4) members and reconstituted, which, subject to the acceptance of TSXV, shall include Yingting (Tony) Guo, Chunfeng (Cliff) Guan, Jingbing Wang and Michael Chen. The names and backgrounds of the four director nominees and proposed senior officers of the Resulting Issuer are as follows:Yingting (Tony) Guo: Proposed Chief Executive Officer and DirectorYingting (Tony) Guo has over 30 years’ experience in the mining industry. He has worked on mineral exploration and development projects/mines in China, Mongolia, Africa, US and Canada. Mr. Guo’s business expertise includes the mineral resource exploration, estimation, development, assessment, acquisition and project management. Mr. Guo has participated and managed many mineral exploration works internationally for the last 20 years. His credentials include a Bachelor of Science Degree in Geology from the Nanjing University as well as a Doctorate Degree in Geology and Exploration from China University of Mining and Technology. He has conducted the mineral research programs in University of British Columbia, Canada, West Virginia University and the Pennsylvania State University. He is a registered Professional Geoscientist from the Province of British Columbia, Canada and QP Committee member of Mining and Metallurgical Society of America. Dr. Guo has worked from mining companies to consulting firms such as Jinshan Gold Mines, China Gold International, Behre Dolbear Group etc., and C2 Mining International Corporation. Dr. Guo is the founder and Chairman for the Association of Chinese Canadian Mining Professionals in Canada.Dr. Guo is the executive director or independent directors for several TSXV listed mining companies including Jaxon Mining Inc., Canikel Mining Inc., Nickel North Exploration and Transcontinental Gold Corporation.Chunfeng (Cliff) Guan: Proposed Chief Financial Officer, Corporate Secretary and DirectorMr. Chunfeng (Cliff) Guan is the Founder and Managing Director of Oak Tree Financial Advisors LLC since December 2011. He served as Chief Financial Officer of Apollo Acquisition Corp. from May 29, 2015 to October 31, 2015. Mr. Guan served as Director of Ord Mountain Resources Corp., from February 15, 2012 to July 21, 2015. He served at Deloitte LLP from September 2007 to November 2011 and from April 2003 to September 2005. He served as a Managing Director at Deloitte LLP. Mr. Guan served as the Director in charge of Tax Compliance at HCP, Inc. from September 2005 to September 2007. From June 1998 to March 2003, he worked at Arthur Anderson LLP. Mr. Guan is a Certified Public Accountant (United States) and a member of California Society of CPAs and American Institute of CPAs. Mr. Guan earned his Master of Business Taxation from Leventhal School of Accounting at University of Southern California. He also earned his Master of Economics and Bachelor of Computer Science degrees from Peking University in China. He has an extensive experience in accounting and finance for more than 20 years. He has deep and broad knowledge and expertise with respect to investment strategy, finance, accounting and taxation in the United States. He is specialized in international tax and business consulting for US inbound and outbound investments.Jingbin Wang: Proposed DirectorDr. Wang has been the President of Beijing Institute of Geology for Mineral Resources since 2002 and the current Chairman of Sinotech Minerals Exploration Co., Ltd. He is an accomplished mining team leader with a track record of discovering major deposits around the world. Dr. Wang has also held the title of Vice-President of the China Nonferrous Metals Industry Association since 2008 and was Executive Director of China Nonferrous Metals Resource Geological Survey from 2003 -2015.Dr. Wang has great expertise in mineral exploration and mining over 30 years. He has been granted the title of National Youth Expert for Outstanding Contribution in China in recognition of his success in prospecting results and scientific research. In addition, he was the Chief Scientist of National 973 Program of China.Gong (Michael) Chen: Proposed DirectorMr. Gong (Michael) Chen has more than 20 years' extensive experiences in finance management, mergers & acquisitions, financing, negotiation and restructuring in a cross-culture environment. Mr. Chen has participated in many cross-border merger & acquisition and financing transactions with total amount over US$2 billion. He has been involved with the management of more than 15 public listed companies in Canada, in the capacity of Director of Board and/or CEO/CFO. Mr. Chen is the founder and managing director of DoubleOcean Financial Group, a financial advisory company that facilitates the cross border investments between North America and China. Prior to moving to Canada, Mr. Chen also worked in various financial management positions at two Fortune 100 companies in the United States for about eight years.Mr. Chen received a bachelor’s degree in international finance from Peking (Beijing) University in 1992 and a master of business administration (MBA) from the University of Arizona in 1997. He is a United States Certified Public Accountant (CPA).SponsorshipA sponsor has not yet been engaged. Evermount intends to apply for a waiver with respect to the sponsorship requirement.About Evermount Capital Corp.Evermount Capital Corp., a capital pool company within the meaning of the Policy of the TSXV, was incorporated in British Columbia on April 16, 2012 and listed on the TSXV on December 21, 2012. It does not have any operations and has no assets other than cash. Evermount’s business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction (as such term is defined in the Policy) within 24 months of listing. As Evermount was unsuccessful in completing a Qualifying Transaction prior to the deadline, effective January 19, 2016, Evermount’s listing was transferred to the NEX board of the TSXV.For More InformationFor more information, please contact:Jin Kuang, Chief Financial Officer
E-mail: [email protected]This press release may contain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of Evermount and SW Tech reflects the current beliefs of Evermount and SW Tech, as the case may be, and is based on information currently available to Evermount and SW Tech, respectively, and on assumptions Evermount and SW Tech, as the case may be, believes are reasonable. These assumptions include, but are not limited to, management’s assumptions about receiving TSXV approval of the Transaction, closing of the Concurrent Offering, and the Resulting Issuer’s anticipated share structure.Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Evermount, SW Tech or the Resulting Issuer to be materially different from those expressed or implied by such forward-looking information. Although Evermount and SW Tech have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.The forward-looking statements contained in this press release represent the expectations of Evermount and SW Tech as of the date of this press release and, accordingly, are subject to change after such date. However, each of Evermount and SW Tech expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.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, majority of minority 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. All information contained in this press release with respect to SW Tech was provided by SW Tech to Evermount for inclusion herein. Evermount and its directors and officers have not independently verified such information and have relied exclusively on SW Tech for any information concerning SW Tech.Investors are cautioned that, except as disclosed in the filing statement or information circular, as the case may be, 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.The TSX Venture Exchange has in no way passed on the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility of the adequacy or accuracy of this press release.
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