Allied Copper Corp. (TSX-V: CPR, OTCQB: CPRRF)
(“
Allied” or the “
Company”),
announces that, in connection with its upcoming special meeting of
shareholders to be held virtually on April 20, 2023, the Company
will be seeking shareholder approval in respect of the following:
- changing its
name to “Volt Lithium Corp”;
- continuing out
of the jurisdiction of Ontario under the Business Corporations Act
(Ontario) and into the jurisdiction of Alberta under the Business
Corporations Act (Alberta), and adopting new articles and by-laws
in connection with same; and
- electing Mr.
Maury Dumba, P.Eng, to its board of directors.
Shareholder Meeting
Information
The proposed name change and continuance into
Alberta is intended to better align Allied’s name and corporate
structure with its current focus on its lithium-brine operations in
Alberta. In addition to shareholder approval, the name change and
continuance matters will be subject to approval by the TSX Venture
Exchange.
Shareholders are encouraged to review the
management information circular in respect of the special meeting
of shareholders and to participate and vote at the meeting, either
virtually or by proxy in accordance with the instructions included
in the meeting materials. Meeting materials will be mailed to
shareholders and made available on SEDAR at www.sedar.com as well
as the Company’s website, on or before March 29, 2023.
New Director Appointment
With respect to Mr. Dumba’s proposed election as
a director, Alex Wylie, President of Allied and founder of Allied’s
lithium-brine subsidiary, Volt commented, “Mr. Dumba’s engineering
background and his 34 years of operational and corporate experience
in oil and gas both in Canada and the US will be a significant
value-add to Allied’s Board. The entire Board looks forward to
working with Mr. Dumba as we progress Volt into pilot production in
the second quarter of 2023.”
Maury Dumba has 34 years of industry experience
and holds an Electrical Engineering degree from the University of
Saskatchewan. Mr. Dumba has worked in the global Oil & Gas
industry and lived in various location in Canada and the US. Mr.
Dumba spent 12 years at Greene’s Energy Group where he was Senior
Vice President of Corporate Development during the first five years
of significant growth. He was then Chief Marketing Officer for
seven years running the business’ sales and marketing
organizations. Before that he spent four years as President &
CEO of Cadre Services Inc. Prior to that, Mr. Dumba worked for
General Electric Oil & Gas for seven years, holding two global
General Management positions, and served 12 years with Schlumberger
Inc. in various development and leadership roles.
Voluntary Lock-up
Agreements
The Company is pleased to announce that it has
entered into voluntary lock-up agreements with former Volt
shareholders (the “Securityholders” and each a “Securityholder”)
representing 33,984,000 Allied shares including Alex Wylie,
President and Director of Allied for 11,360,000 shares and Marty
Scase, Director of Allied, for 6,336,000 shares. The locked-up
shares will be released as follows: 25% on July 15, 2023; 25% on
November 15, 2023; 25% on March 15, 2024; and, 25% on July 15,
2024.
Each Securityholder covenants and agrees that it
will not, directly or indirectly, offer, sell, assign, transfer,
pledge, mortgage, charge, create a security interest in,
hypothecate, enter into any agreement or option to or otherwise
dispose of, encumber or deal with, whether through the facilities
of a stock exchange, by private placement or otherwise, any of the
Locked-up Shares held, beneficially owned or controlled by it,
without, in each case, the prior written consent of Allied, until
the locked-up shares are released.
Investor Relations
Agreements
Allied entered into an agreement with C. Fleck
and Associates (“K.E. Report”) effective as of
February 1, 2023 (the “K.E. Report
Agreement”). K.E. Report is in the business of the
development and distribution of investment focused radio shows and
podcasts. Pursuant to the K.E. Report Agreement, K.E. Report agreed
to provide audio, radio and video interviews to the Company, to
report on Company news and address investor questions, and to
provide webinars to investors as needed. In exchange for such
services, the Company agreed to pay to K.E. Report $12,000 in cash
at the beginning of each six-month period that the K.E. Report
Agreement remains in effect, until it is terminated by the Company
or K.E. Report in accordance with its terms (including at the
option of the Company at any time).
Allied entered into an agreement with Primoris
Group Inc. (“Primoris”) effective as of February
27, 2023 (the “Primoris
Agreement”). Primoris is a full-service agency
that provides media relations, investor relations and corporate
communications expertise to a wide range of clients. Pursuant to
the Primoris Agreement, Primoris agreed to act as a media
specialist for the Company, providing news and information
dissemination to journalists, editors, trade publications and
newsletter writers, and providing media monitoring and contact
services to the Company. In exchange for such services, the Company
agreed to pay Primoris $7,000 per month in cash for the six-month
initial term. The Company has also agreed to reimburse Primoris for
certain expenses related to the provision of its services. After
the initial term, the Primoris Agreement will renew on a
month-to-month basis until terminated by either party with 60 days’
written notice to the other party.
Allied entered into a consulting agreement with
Triomphe Holdings Ltd. dba Capital Analytica (“Capital
Analytica”) effective as of March 1, 2023 (the
“Capital Analytica Agreement”). Capital Analytica
is in the business of social media consulting, helping clients to
increase engagement on various platforms. Pursuant to the Capital
Analytica Agreement, Capital Analytica agreed to provide the
Company with ongoing social media consultation and engagement
enhancement services, social sentiment reporting, dissemination of
news releases and corporate videos, and other related services. The
Company agreed to pay to Capital Analytica a cash payment of
$60,000 at the beginning of the six-month term of the Capital
Analytica Agreement, which is renewable for an additional six-month
term at the option of the Company for an additional payment of
$60,000.
Volt Lithium Corp., a wholly-owned subsidiary of
Allied, entered into an agreement with 5 Quarters Investor
Relations, Inc. (“5Q”) effective as of September
17, 2022 (the “5Q Agreement”). 5Q
is an independent consulting firm specializing in investor
relations, capital markets engagement and communications
strategies. 5Q agreed to provide the Company with updates and
enhancements to its corporate messaging, and market update
services, including dissemination of information. 5Q bills the
Company at an hourly rate of $200 per hour, with a minimum of ten
hours billed per month (or $2,000). The Company also agreed to pay
for travel expenses and other expenses of 5Q in the course of its
services provided under the 5Q Agreement. The 5Q Agreement had an
initial term of three-months, after which it automatically renews
on three-month terms until either party terminates the 5Q Agreement
by providing 30 days’ written notice to the other party.
Each of the Consultants act at arm’s length to
the Company and have no present interests, directly or indirectly,
in the Company or its securities, other than Cory Fleck, a
principal of K.E. Report, and Cindy Gray, a principal of 5Q, have
subscribed for 25,000 and 25,000 Shares, respectively, in the
Company’s recent non-brokered private placement that closed on
February 24, 2023, but their subscriptions are being held in escrow
pending approval of the TSXV. The fees paid by the Company to each
of the Consultants are solely for the services provided by each
Consultant.
About Allied / Volt
Allied (TSX-V: CPR, OTCQB: CPRRF) is a
growth-oriented, battery-metals focused exploration company. Our
strategy is to acquire and develop low-cost, potentially
high-growth battery metals assets that represent key inputs needed
to support the global energy transition. Our commitment
is to operate efficiently and with transparency across all areas of
the business staying sharply focused on creating long-term,
sustainable shareholder value. Investors and/or other interested
parties may sign up for updates about Allied’s continue progress on
its website: www.alliedcoppercorp.com.
Contact Information
For Investor Relations inquiries or further
information, please contact:
Alex Wylie,
President Kyle
Hookey,
CEOawylie@voltlithium.com khookey@alliedcoppercorp.comM:
+1.403.830.5811 M:
+61 (431) 920 389
Forward Looking Statements
This news release includes certain
“forward-looking statements” and “forward-looking information”
within the meaning of applicable Canadian securities laws,
including statements about the matters to be considered and voted
upon at the special meeting of shareholders to be held on April 20,
2023. The name change, continuance and election of Mr. Dumba as a
director are all subject to the shareholders passing the
resolutions in respect of same in accordance with applicable laws
and, as applicable, the TSX Venture Exchange approving same. There
is no assurance that the resolutions approving such matters will be
passed by the shareholders by the requisite majority. All
forward-looking information herein is qualified in its entirety by
this cautionary statement, and Allied disclaims any obligation to
revise or update any such forward-looking information or to
publicly announce the result of any revisions to any of the
forward-looking information contained herein to reflect future
results, events or developments, except as required by law.
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