お知らせ • May 09
Canuc Resources Corporation (TSXV:CDA) completed the acquisition of MacDonald Mines Exploration Ltd. (TSXV:BMK) from a group of shareholders.
Canuc Resources Corporation (TSXV:CDA) signed a letter of intent to acquire MacDonald Mines Exploration Ltd. (TSXV:BMK) from a group of shareholders for CAD 5 million on December 3, 2024. Canuc Resources Corporation (TSXV:CDA) entered into a definitive arrangement agreement to acquire MacDonald Mines Exploration Ltd. (TSXV:BMK) on February 4, 2025. Under the terms of the LOI, Canuc will issue 72,000,000 common shares to the shareholders of MacDonald Mines as consideration, representing approximately CAD 3,365,400 in aggregate value and representing an exchange ratio of approximately 1.497 Canuc shares for each one (1) share of MacDonald Mines. The LOI is in place until April 30, 2025, unless earlier terminated in accordance with its terms. Following completion of the Transaction, shareholders of MacDonald Mines will hold approximately 30% of the issued and outstanding shares of Canuc, prior to completion of a private placement financing by Canuc. The Arrangement Agreement contains customary non-solicitation provisions and includes provision for the payment of a break fee of CAD 352,800 by MacDonald Mines to Canuc in the event that the Arrangement Agreement is terminated under certain circumstances.
Completion of the proposed acquisition is conditional upon, among other things, formalization of the transaction by way of a definitive agreement, the shareholders of Macdonald Mines and regulatory approvals by MacDonald Mines and Canuc (including the approval of the TSX Venture Exchange), approvals of the Ontario Superior Court of Justice (Commercial List), approval of the transaction from Canuc and BMK boards of directors, Canuc completing a private placement financing of a minimum of CAD 500,000, BMK Shareholders holding not more than 5% of the outstanding BMK Shares shall have exercised their Dissent Rights, the TSXV shall have accepted notice for filing of and approved the Arrangement, subject only to compliance with the usual requirements of the TSXV, as applicable, and the TSXV shall have conditionally approved the listing of the CDA Shares to be issued pursuant to the Arrangement and the satisfactory completion by Canuc of its due diligence investigations on the Company and its assets. BMK has received conditional approval from the TSXV regarding the Arrangement and the subsequent delisting of the BMK Shares on February 18, 2025. Final approval from the TSXV is conditional upon, among other things, the BMK Shareholders approving the Arrangement Resolution, and receipt of the Final Order. Completion of the Arrangement is expected to occur on or about April 15, 2025. As of April 1, 2025, BMK shareholders approves the merger. As of April 24, 2025 the transaction received the final approvals needed from the Ontario Superior Court of Justice. It is anticipated that the Arrangement will be completed post market close on Monday, May 5, 2025. As of May 6, 2025, the anticipated trading halt in respect of the Macdonald Mines shares on May 5, 2025 has not occurred. As a result, the closing date of the transaction has been adjusted. In order to accommodate the closing and procedures thereof, the TSXV has requested that Macdonald Mines delist from the TSXV prior to the closing of the transaction. As a result, Macdonald Mines will be delisted from the TSXV as of market close on May 6th and the definitive record date to determine the shareholders of Macdonald Mines that will receive shares in Canuc will be May 7th. Transaction is expected to close post-market closing on or around May 7th.
Joe C. Chan and Brendan Bachewich of Richards Buell Sutton LLP acted as legal counsel for MacDonald Mines. Joshua Samac, Thomas Mathews and Nicolas Lagore of Mathews Samac LLP acted as legal counsels for MacDonald Mines. Jim Boyle and Enrico Moretti of Boyle & Co. LLP acted as legal counsel for Canuc Resources. TSX Trust Company is the transfer agent for BMK and Canuc.
Canuc Resources Corporation (TSXV:CDA) completed the acquisition of MacDonald Mines Exploration Ltd. (TSXV:BMK) from a group of shareholders for CAD 5.82 million on May 8, 2025. Under the terms of the agreement Canuc will issue 73.768343 million common shares to the shareholders of MacDonald Mines as consideration.