Magnetic North Acquisition Corp. Announces Purchase Agreement With Intergild
**Not for distribution to United States Newswire Services or release publication, distribution or dissemination, directly or indirectly, in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.**CALGARY, Alberta and TORONTO, Aug. 26, 2020 (GLOBE NEWSWIRE) — Magnetic North Acquisition Corp. (TSXV: MNC) (“Magnetic North” or the “Company”) is pleased to announce it has entered into a purchase agreement (the “Agreement”) with Intergild Advanced Recycling Technologies (“Intergild”) to acquire all of the issued and outstanding shares of Intergild (the “Transaction”).
Magnetic North intends to merge Intergild into the Company’s previously announced and closed investment in CXTL Recycling Canada Corp. (“CXTL”) to augment CXTL’s e-waste recycling solution. Intergild will add significant expertise and a process that allows for the selective separation of the plastic, fibre and metal components of e-waste, and the crystallization of the metals, into marketable commodities. In addition, the Agreement will add intellectual property to CXTL, and as a result, Magnetic North’s portfolio.The integration into CXTL will create a complete e-waste recycling solution, which provides full reclamation and monetization for all parts of the e-waste stream in a low-emission system that does not require smelting or a high-energy input. Magnetic North, CXTL and Intergild have been working closely together for the last ten months in order to advance Intergild’s technology, with optimized demonstration machines operating successfully for the last four months. Independent third-party due diligence has been completed, and engineering reports have certified the process. E-waste is one of the fastest growing waste problems on the planet. According to the United Nations Coalition Report on E-waste, the growth and value of this waste stream presents a significant global problem, which management believes presents a significant opportunity for the Company. The report references the value of the gold in e-waste that was discarded in 2019 at an estimated US$62.5 billion, which may ultimately be doubled when e-waste’s other valuable metals and components are considered. Andrew Osis, Co-CEO Magnetic North stated, “This combination is part of the advantages Magnetic North offers by sourcing, acquiring and integrating complementary technologies that advance the strategy of its investee companies and enhance value for all stakeholders.” Graham Fritz, Founder and CEO of Intergild commented, “This integration will form a technologically advanced e-waste operation with significant potential to contribute to the circular economy that is essential for the planet’s future.”John Blair, CEO of CXTL stated, “The addition of Intergild to CXTL enables greater efficiency in the processing of e-waste to fully monetize all aspects of its valuable components, adding to the ecological and economic sustainability of our e-waste solution.” Under the Agreement, Magnetic North will issue to the shareholders of Intergild 400,000 Series A Preferred Shares of the Company at a price of $10.00 per share in consideration of all issued and outstanding shares of Intergild, resulting in Intergild becoming a wholly-owned subsidiary of Magnetic North. The terms of the Series A Preferred Shares are described in Magnetic North’s most recent financial statements for the second quarter ended March 31, 2020.The Series A Preferred Shares are offered and sold in Canadian jurisdictions to “accredited investors” pursuant to the exemption from the prospectus requirement under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and such other exemptions from the prospectus requirements and subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.About Magnetic North Acquisition Corp.Magnetic North invests and manages businesses on behalf of its shareholders and believes that capital alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team applies its considerable management, operations and capital markets expertise to ensure its investee companies are as successful as possible for shareholders. Magnetic North Common Shares trade on the TSX Venture Exchange under the stock symbol MNC. For more information about Magnetic North, visit its website at www.magneticnac.com. Magnetic North’s securities filings can also be accessed at www.sedar.com.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATIONThis news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes the successful closing of the Transaction which, among other risks, is subject to standard closing conditions as well as to approval of the TSX Venture Exchange, as well as the successful integration of the Intergild business and technology, which is also subject to certain risks, including those set forth below.The Company has made certain material assumptions, including but not limited to assumptions with respect to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; receipt of all necessary approvals to complete the Transaction; and the ability of the Company to execute and achieve its business objectives to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include but are not limited to: the fact that Intergild has a limited history of operations; limitations inherent in the due diligence process; adverse market conditions; reliance on key and qualified personnel; emergence of superior technologies; as well as regulatory and other risks associated with the industries in which each of Intergild and the Company’s other portfolio companies operate. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.The Company assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.