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Empress and Alto Have Announced Their Merger

By CIOReview | Thursday, July 16, 2020

Empress Resources Corp. and Alto Ventures Ltd. have announced that their merger that had announced previously has been closed.

FREMONT, CA: Empress Resources Corp. (Empress) and Alto Ventures Ltd. (Alto) have announced the closure of their merger the "Arrangement." It will be effective at the close of the business on July 7, 2020, and Empress will be delisted from the TSX Venture Exchange because of the Arrangement.

According to the Arrangement, Alto will receive the issued and outstanding shares of the Empress known as the Empress Share in exchange for one common share of the Alto known as the Alto Share. Therefore, according to each of the Empress Shareholders, 12,214,211 Alto Shares were allotted for the Empress Shareholders. The Empress Shareholders will have 52% of the outstanding Alto Share upon completion of the Arrangement during the Arrangement's adequate time.

Besides, the Empress shareholders have also obtained almost 0.08 of the common shares of the latest valuable metals' royalty and streaming investment company of the Empress Royalty Corp. known as Empress Royalty. However, according to record, on July 2, 2020, the Alto shareholders will gain 0.4 of the Spinco Share through the dividend distribution.

According to Alexandra Woodyer Sherron, former CEO & President of Empress Resources and current CEO & President of Empress Royalty, "I would like to thank everybody for their support through the completion of this transaction." He also stated that "the transaction has provided the Empress Shareholders with two excellent ways to benefit from their initial holdings. Empress Shareholders will have shares in a Canadian gold exploration company through Alto Ventures and as shareholders of Empress Royalty they will have exposure to the exciting precious metals royalty and streaming investment sector."

The registered shareholders of the Empress Share will send their entire and executed letter of transfer and certificates/DRS advice as a representative of the Empress Share to the depositary Computershare Investor Services Inc. This will be done to obtain the Alto Shares and Spinco Shares for which they are eligible under the Arrangement.

Furthermore, Alto will also offer replacement warrants to the holders of Empress warrants, although that can be adjusted under the Arrangement.

The Director of Alto Ventures and Empress Royalty, Richard Mazur, assured that "This merger has created two new companies with dynamic new leadership. I look forward to the opportunities that shareholders of both companies will see in the near future."