お知らせ • Jul 31
Excellon Resources Inc. (TSX:EXN) completed the acquisition of Otis Gold Corp. (TSXV:OOO) from officers, directors and other shareholders.
Excellon Resources Inc. (TSX:EXN) signed a letter of intent to acquire Otis Gold Corp. (TSXV:OOO) from officers, directors and other shareholders on January 13, 2020. Excellon Resources Inc. (TSX:EXN) entered into a definitive agreement to acquire Otis Gold Corp. (TSXV:OOO) from officers, directors and other shareholders for CAD 32.3 million on February 24, 2020. Under the terms of the transaction, Excellon will acquire all of the outstanding shares of Otis at a share exchange ratio of 0.23 Excellon shares for each Otis share (the “Exchange Ratio”). Each Otis warrant will become exercisable for Excellon common shares, as adjusted in accordance with the exchange ratio. Each Otis option outstanding will be exchanged for an Excellon option to acquire Excellon common shares as adjusted in accordance with the exchange ratio. Based on the exchange ratio, upon completion of the transaction, existing Excellon shareholders will own 74% and former Otis shareholders will own 26% of the combined company. In a related transaction, Excellon Resources has signed a non-binding term sheet in respect of a $6 million (CAD 7.9 million) bridge loan credit facility with Sprott Private Resource Lending II, LP. Post-acquisition, the combined company will be listed on the Toronto Stock Exchange in Canada. Excellon also intends to apply for a listing on the NYSE American LLC in the United States. The arrangement will result in Otis becoming a wholly-owned subsidiary of Excellon. The agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and a reciprocal breakup fee of CAD 1 million payable by either party, under certain circumstances.
The Board will comprise four members of Excellon and two nominees of Otis and Mike Timmins, former Vice President Corp Development of Agnico Eagle. Excellon will be managed by a combination of individuals from the two companies. The proposed Board will comprise seven individuals including André Fortier, Laurie Curtis, Andrew Farncomb and Brendan Cahill from Excellon, Roger Norwich and Craig Lindsay from Otis Gold and Mike Timmins, Chief Executive Officer and Director of Trillium Mining Corp. Key members of the continuing management team will be Brendan Cahill, President & Chief Executive Officer, Anna Ladd-Kruger Chief Financial Officer & Vice President Corporate Development, Ben Pullinger, Senior Vice President Geology, Alan Roberts, Vice President Exploration (US) and Craig Ford, Vice President Corporate Responsibility. The transaction is subject to regulatory, stock exchange, court approvals or orders, third party consents, Otis having obtained and delivered to Excellon written resignations and releases to be effective as of the effective date from the Directors of Otis, Excellon having received the Otis voting agreements and such agreements shall not have been terminated, holders of no more than 5% of the outstanding Otis shares at the effective time having exercised dissent rights, Excellon shares to be issued to Otis shareholders in connection with the arrangement and to be issued pursuant to exercise or conversion of any of the Otis options and Otis warrants shall having been approved for listing on the TSX, approval of two-thirds of the votes cast by Otis Gold shareholders and a simple majority of the votes cast by Excellon shareholders at a shareholder meeting, approval of two-thirds of the votes cast by Excellon shareholders at a shareholder meeting, Otis Shareholders holding no more than 5% of the issued and outstanding Otis Shares, having exercised dissent rights and the satisfaction of all applicable listing and regulatory requirements.
The special committees of independent directors of Excellon and Otis unanimously recommended that their respective Boards approve the arrangement. The Board of Directors of both Excellon and Otis have unanimously approved the transaction and recommended their respective shareholders to vote in favour of the transaction. Additionally, 25% of Otis Gold (including C. Lee-Barber) and 20% (including Eric Sprott) of Excellon shareholders have entered into voting support agreements in favor of the transaction. The annual and special meeting of Otis and a special meeting of Excellon will be held on April 17, 2020. On March 13, 2020, the Supreme Court of British Columbia announced an interim order for a meeting of Otis shareholders to consider and vote upon the transaction which will be held on April 17, 2020. The receipt of the final order of the Supreme Court of British Columbia is expected to be obtained on or about April 21, 2020. As of April 17, 2020, the shareholders of Excellon and Otis Gold approved the transaction. As of April 22, 2020, the transaction has received final approval from the British Columbia Supreme Court. The transaction is expected to close in mid-April 2020. The transaction is expected to be completed in late April 2020. As of April 17, 2020, the transaction is expected to close on April 23, 2020. The transaction is expected to be accretive for Excellon.
PI Financial Corp. acted as financial advisor and Abbas Ali Khan of Bennett Jones LLP acted as legal advisor to Excellon. David Gunasekera of DuMoulin Black LLP acted as legal counsel to Otis Gold. Cormark Securities Inc. acted as financial advisor to the special committee of the Board of Directors of Otis Gold. PI Financial has provided a fairness opinion to the Board of Directors of Excellon and Cormark has provided fairness opinion to the special committee of the Board of Directors of Otis Gold. Laurel Hill Advisory Group acted as proxy solicitor for Excellon and Otis. Computershare Trust Company of Canada acted as transfer agent for Otis. TSX Trust Company acted as transfer agent for Excellon. Patrick Sullivan of Whitelaw Twining Law Corp. acted as legal advisor for Otis. Laurel Hill Advisory Group will be paid a fee of approximately CAD 60,000 by Excellon and Otis.
Excellon Resources Inc. (TSX:EXN) completed the acquisition of Otis Gold Corp. (TSXV:OOO) from officers, directors and other shareholders on April 23, 2020. Otis Gold shares will be delisted from the TSX Venture Exchange on April 24, 2020 and will cease to be a reporting issuer. Alan McFarland, Oliver Fernandez, Daniella Dimitrov and Jacques McMullen left the Board of Directors of Excellon Resources.