お知らせ • Oct 16
Cygnus Metals Limited (ASX:CY5) agreed to acquire Doré Copper Mining Corp. (TSXV:DCMC) from Equinox Partners Investment Management LLC, Ocean Partners Holdings Limited, management and others for CAD 23.01 million in a merger of equals transaction.
Cygnus Metals Limited (ASX:CY5) agreed to acquire Doré Copper Mining Corp. (TSXV:DCMC) from Equinox Partners Investment Management LLC, Ocean Partners Holdings Limited, management and others for CAD 23.01 million in a merger of equals transaction on October 14, 2024. Doré shareholders will receive 1.8297 fully paid ordinary shares of Cygnus (“Cygnus Shares”) for each Doré Share held at the closing of the Transaction (“Exchange Ratio”) and holders of Doré options and warrants outstanding at the closing of the Transaction will receive unquoted options in Cygnus (having various exercise prices between CAD 0.06 and CAD 0.61 per option and various expiry dates between 30 April 2025 and 16 September 2029) in accordance with the terms of the Doré incentive plan and applying the Exchange Ratio (together, the “Offer Consideration”). Upon completion of the Transaction (excluding the Placement), Cygnus shareholders will own 55% of the Merged Group and former Doré shareholders will own 45%. The Merged Group will have the required funding platform to significantly advance the valueadding activities outlined in this announcement. Merged Group to have in-country President & Managing Director, COO and team capable of advancing the Chibougamau Project towards production. The Agreement also includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and a right to match any superior proposals. The Board of the Merged Group will comprise three (3) directors from each of Cygnus and Doré. David Southam, current Cygnus Executive Chair, is to remain as Executive Chair and Ernest Mast, current Doré President & CEO, will be appointed as President and Managing Director. The remainder of the board of the Merged Group will comprise two (2) non-executive directors from each company, with Kevin Tomlinson (Canada based) and Raymond Shorrocks (Australia based) from Cygnus. Current Executive Chairman, Mario Stifano and Brent Omland are the nominated non-executive directors from the Doré board. The Agreement provides for a termination fee payable by Dore of CAD 900,000 in certain circumstances in the event of failure to obtain shareholder approval.
The Transaction will be effected by way of a court-approved plan of arrangement under the CBCA, requiring the approval of 66?% of the votes cast by Doré shareholders (and, if necessary, a simple majority of the votes cast by Doré shareholders, excluding certain related parties as prescribed by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions), at a special meeting of shareholders of Doré (“Shareholder Meeting”). Doré expects to call a Shareholder Meeting to be held in December 2024 to seek approval for the Transaction. Closing of the Transaction is currently targeted to occur in late December 2024, subject to satisfaction or waiver of all conditions under the Agreement. In addition to shareholder and court approvals, the Transaction is subject to applicable regulatory approvals, including those of the TSX-V and ASX, and the satisfaction of certain other closing conditions customary for a transaction of this nature, including, among others, receipt of key third party consents, no material breaches of the representations, warranties and covenants of the parties, no material adverse effects being suffered by the parties and no more than 5% of Doré shareholders having exercised dissent rights provided for under the CBCA. Following completion of the Transaction, subject to receipt of required regulatory approvals, the Doré Shares will be delisted from the TSX-V. Doré’s major shareholders, Equinox Partners Investment Management, LLC and Ocean Partners Holdings Limited who hold ~29% and ~28% of the Doré Shares, respectively, and directors and members of senior management of Doré holding 4% of the issued and outstanding Doré Shares have entered into VSAs pursuant to which they agreed to vote their Doré Shares in favour of the Transaction at the Shareholder Meeting. The Transaction has been unanimously approved by the boards of directors of Cygnus and Doré.
Cygnus has engaged Canaccord Genuity as financial advisor, Hamilton Locke as Australian legal advisor and Osler, Hoskin & Harcourt LLP as Canadian legal advisor in relation to the Transaction. Canaccord Genuity and Euroz Hartleys are acting as joint lead managers to the Placement. Paradigm Capital acted as fairness opinion provider to special committee of Doré Copper. Doré Copper has engaged Bennett Jones LLP as Canadian legal advisor and Thomson Geer as Australian legal advisor in relation to the Transaction.