Description

Continental Precious Minerals Inc. (“Continental” or the “Company“) is pleased to announce that, pursuant to a previously announced letter of intent, it has entered into an amalgamation agreement (the “Amalgamation Agreement“) with Metamaterial Technologies Inc. (“Metamaterial“), a Nova Scotia-based developer of smart materials and photonics, and Continental Precious Minerals Subco Inc. (“Subco“), a wholly-owned subsidiary of the Company, to complete a going-public transaction for Metamaterial (the “Transaction“). Subject to the conditions set forth in the Amalgamation Agreement, the Transaction will take the form of a three-cornered amalgamation, which will result in Metamaterial becoming a wholly-owned subsidiary of the Company by amalgamating with Subco and the security-holders of Metamaterial becoming security-holders of the Company. Upon the closing of the Transaction, and subject to receipt of all required approvals, the Company intends to change its name to “Metamaterial Inc.” In connection with the Transaction, and subject to the receipt of all necessary shareholder and regulatory approvals, the Company intends to voluntarily de-list the common shares of Continental from the facilities of the NEX board of the TSX Venture Exchange (“TSXV“) prior to the completion of the Transaction. It is a condition of closing that the Resulting Issuer obtain a listing of Resulting Issuer Common Shares on the facilities of the Canadian Securities Exchange (“CSE“). As a result, it is anticipated that the Transaction will be governed by the policies of the CSE.