お知らせ • Jun 02
Cerrado Gold Inc. (TSXV:CERT) completed the acquisition of Voyager Metals Inc. (TSXV:VONE). Cerrado Gold Inc. (TSXV:CERT) entered into a definitive agreement to acquire Voyager Metals Inc. (TSXV:VONE) for CAD 14.1 million on March 7, 2023. Under the terms of the Arrangement Agreement, Voyager shareholders would receive one (1) common share of Cerrado ("Cerrado Share") for every six (6) common shares of Voyager (the "Exchange Ratio"). The Exchange Ratio implies consideration of CAD 0.1523 per Voyager Share. At closing, existing Cerrado and Voyager shareholders will own approximately 82% and 18% of the combined company, respectively, on a fully-diluted basis. The combined company will continue trading under the name Cerrado Gold Inc. and the ticker symbol TSX.V:CERT. In connection with the Arrangement, Cerrado has entered into a subscription agreement (the "Subscription Agreement") with Voyager pursuant to which Cerrado has agreed to subscribe for and purchase Voyager Shares at a price per Voyager Share equal to the Transaction Price, as part of a larger non-brokered private placement (the "Private Placement") of Voyager for gross proceeds of up to CAD 4.725 million to be completed prior to the closing of the Arrangement. As of March 15, 2023, Voyager has closed the non-brokered private placement in conjunction with the proposed the business combination with Cerrado. Subsequent to the Private Placement, Cerrado holds approximately 19.6% of the issued and outstanding Voyager Common Shares. Voyager shall pay a termination fee of CAD 400,000 to Cerrado. The deal is subject to the satisfaction of a number of conditions, including: the approval of the Voyager shareholders for the Arrangement at special meeting of Voyager shareholders (the "Voyager Meeting"), court approval, and the receipt of all applicable regulatory approvals (including the acceptance of the TSXV), and the satisfaction of certain other closing conditions customary in transactions of this nature. The Arrangement and Private Placement have been unanimously approved by the members of the respective boards of directors of Cerrado and Voyager. As of May 4, 2023, the shareholders meeting of Voyager is scheduled on May 24, 2023. As of May 24, 2023, the shareholders and option holders of Voyager has approved the transaction. As of May 26, 2023, the Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement. Conor Dooley of WeirFoulds LLP is legal counsel to Cerrado. Echelon Capital Markets acted as financial advisor and fairness opinion provider to the Special Committee and Chris Doucet of Bennett Jones LLP is legal counsel to Voyager. Capital Transfer Agency, Ulc acted as transfer agent and Wasserman Ramsay acted as accountant to Voyager. TSX Trust Company acted as transfer agent and KPMG LLP acted as accountant to Cerrado.
Cerrado Gold Inc. (TSXV:CERT) completed the acquisition of Voyager Metals Inc. (TSXV:VONE) on May 31, 2023. Following completion of the Arrangement, the Voyager Shares are expected to be de-listed from the TSXVenture Exchange as soon as reasonably practicable, and in any event on or about June 5, 2023. お知らせ • Jun 01
Voyager Shares Expects to be De-Listed from the TSX Venture Exchange Voyager Metals Inc. and Cerrado Gold Inc. announce the successful completion of the previously announced statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (Ontario) pursuant to which Cerrado acquired all of the issued and outstanding common shares of Voyager (the "Voyager Shares") that it did not already own. Following completion of the Arrangement, the Voyager Shares are expected to be de-listed from the TSX Venture Exchange as soon as reasonably practicable, and in any event on or about June 5, 2023. お知らせ • May 30
Voyager Metals Inc. Announces Filing of Initial Project Description for the Mont Sorcier Project to Commence Federal Permitting Process Voyager Metals Inc. announced that it has filed the initial project description for the Mont Sorcier Mine Project (the Project) with the Impact Assessment Agency of Canada (IAAC). At the federal level, the filing of the initial project description marks the beginning of the 180-day "planning phase" during which IAAC will invite members of the public and Indigenous peoples to share their comments and contribute to the planning of the Project. The result will be a set of guidelines for Voyager to follow when preparing its Environmental Impact Assessment report for the Project. In addition, the Project, located mainly in the Cree territory of Eeyou Istchee James Bay about twenty kilometers east of Chibougamau, will eventually be the subject of a review under Title II of Quebec's Environment Quality Act (EQA) under the James Bay and Northern Quebec Agreement (JBNQA). Consequently, the Project is already designed in accordance with the framework prescribed by Chapter 22 of the JBNQA and its guiding principles; and is also in line with the mining policy of the Cree Nation government. Board Change • Apr 27
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. 3 experienced directors. 1 highly experienced director. Director William Priestner is the most experienced director on the board, commencing their role in 2013. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Executive Departure • Feb 04
Director has left the company On the 1st of February, Martin Walter's tenure as Director ended after 2.3 years in the role. As of September 2020, Martin personally held 3.20m shares (€136k worth at the time). Martin is the only executive to leave the company over the last 12 months.