SANTO DOMINGO, Dominican Republic, June 3, 2025 /CNW/ - Guess Investments Ltd. (the "Acquiror") announces that on June 2, 2025 the Acquiror entered into a subscription agreement (the "Subscription Agreement") with GoldQuest Mining Corp. (the "Issuer") to acquire 10,972,222 common shares of the Issuer ("Common Shares") at a price of $0.50 per Common Share, for aggregate consideration of approximately $5,486,111 (the "Subscription"). The closing of the Subscription is subject to the satisfaction of certain conditions precedent specified in the Subscription Agreement, including receipt of TSX Venture Exchange approval and entry into an investor rights agreement (the "Investor Rights Agreement") between the Acquiror and the Issuer, and is expected to occur on or about June 23, 2025. The Acquiror was deemed to have acquired and become the beneficial owner of 10,972,222 Common Shares upon entering into the Subscription Agreement on June 2, 2025, triggering the requirement to file an early warning report. Previously, on April 1, 2025, the Acquiror acquired 500,000 Common Shares at a price of $0.4115 per Common Share for aggregate consideration of $205,750 via market purchase on the TSX Venture Exchange (the "Market Purchase"). In the aggregate, the Acquiror acquired or was deemed to acquire 11,472,222 Common Shares (the "Acquired Shares") pursuant to the Market Purchase and Subscription. The consideration for the Acquired Shares will be paid in cash.
The Acquiror acquired 11,472,222 Acquired Shares, representing approximately 3.37% of the issued and outstanding Common Shares, calculated assuming the Common Shares issuable pursuant to the Subscription are issued and outstanding, resulting in a 2.43% increase in the Acquiror's securityholding percentage in Common Shares. Immediately prior to completing the Market Purchase, the Acquiror owned and controlled 30,850,341 Common Shares, representing approximately 10.11% of the issued and outstanding Common Shares at such time. Immediately after entering into the Subscription Agreement and including the acquisition of Common Shares pursuant to the Market Purchase, the Acquiror had actual and deemed beneficial ownership and control of 42,322,563 Common Shares, representing approximately 12.44% of the issued and outstanding Common Shares (calculated assuming the Common Shares issuable pursuant to the Subscription are issued and outstanding).
The Acquired Shares were acquired for investment purposes. The Acquiror may, from time to time, acquire additional securities of the Issuer and/or dispose of such securities as the Acquiror deems appropriate based on market conditions, general economic and industry conditions, trading prices of the Common Shares, the Issuer's business, financial condition or prospects, and/or other relevant factors.
The Investor Rights Agreement being entered into in connection with the Subscription provides that the Acquiror is entitled to participation and top-up rights to participate in certain transactions with the Issuer to maintain its pro-rata ownership level of the issued and outstanding Common Shares; the right to nominate one individual for election to the board of directors of the Issuer, provided that the percentage of the issued and outstanding Common Shares owned by the Acquiror exceeds the minimum threshold specified in the Investor Rights Agreement; and the right to nominate a second individual for election to the board of directors of the Issuer, provided that the percentage of the issued and outstanding Common Shares owned by the Acquiror and any joint actors exceeds the minimum threshold specified in the Investor Rights Agreement.
The Issuer's address and head office is 1133 Melville Street, Suite 3500, The Stack, Vancouver BC V6E 4E5. The Acquiror's principal business is investments. It is incorporated under the laws of the Federation of Saint Christopher and Nevis, and its address is Gustavo Mejia Ricart #69 Torre Washington Suite 7a, Ensanche Piantini, Santo Domingo, Dominican Republic.
This news release is being issued under the early warning provisions of Canadian securities legislation. A copy of the corresponding early warning report will be filed and made available under the Issuer's profile on SEDAR+ at www.sedarplus.ca.
SOURCE Guess Investments Ltd.
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