お知らせ • Jul 25
Pampa Metals Corporation (CNSX:PM) completed the acquisition of Rugby Resources Ltd. (TSXV:RUG).
Pampa Metals Corporation (CNSX:PM) entered into a binding letter agreement to acquire Rugby Resources Ltd. (TSXV:RUG) for CAD 9.4 million on February 17, 2025. Pampa Metals Corporation (CNSX:PM) agreed to acquire Rugby Resources Ltd. (TSXV:RUG) on April 21, 2025. As part of consideration, Pampa Metals acquire all the issued and outstanding common shares of Rugby in exchange for common shares of Pampa Metals by way of a statutory plan of arrangement, under the Business Corporations Act on the basis of 1 Pampa Metals share for every 6.4 Rugby shares. Upon Closing of the Transaction the Rugby Shareholders will hold approximately 38% of the outstanding shares of Pampa. Based on the current number of issued and outstanding common shares of Rugby, Pampa would issue approximately 49,472,403 shares in exchange for all of the outstanding Rugby shares. On Closing, Bryce Roxburgh, the President and Chief Executive Officer of Rugby, will be appointed to the board of directors of Pampa and the current board of Rugby will resign. Joseph van den Elsen will remain as Executive Chairman and Chief Executive Officer of Pampa Metals. The transaction is anticipated to close on or about July 24, 2025.
The proposed Transaction is and will be subject to a range of conditions, including, but not limited to, Pampa Metals and Rugby entering into a definitive agreement relating to the transaction and Pampa Metals to take reasonable best efforts to complete due diligence, the receipt by Rugby of a favorable opinion as to the fairness, from a financial point of view, of the transaction to the Rugby shareholders, it must be passed by at least two-thirds (66?%) of the votes cast by all Shareholders present in person or represented by proxy at the Meeting, which holders are entitled to one vote for each Existing Rugby Share held. and approval of the Boards of Pampa Metals and Rugby. In the event the Definitive Agreement is entered into, the closing of the proposed Transaction will be subject to additional conditions precedent including, but not limited to, the receipt of all regulatory and court approval.
As of February 13, 2025, Rugby formed the Special Committee of the Rugby Board to review and evaluate Pampa Metals’ proposal. As of June 17, 2025, Rugby Board has unanimously approved the transaction and it unanimously recommends that the Shareholders vote IN FAVOUR of the Arrangement Resolution and, therefore, the Arrangement.
As of June 3, 2025, Rugby received conditional acceptance of the TSX Venture Exchange (“TSXV”) for the Arrangement. In addition, on June 11, 2025, Rugby was granted an interim order of the Supreme Court of British Columbia in connection with the Arrangement. Completion of the Arrangement is conditional upon, among others, receipt of a final order by the Court and final acceptance of the TSXV. The Court hearing in respect of the final order is expected to take place at 10:00 a.m. (Vancouver time) on Tuesday July 22, 2025.
As of July 17, 2025, at the Special Meeting, the Rugby Shareholders considered a special resolution approving the statutory plan of arrangement with Pampa and Aegis Resources Ltd. and an ordinary resolution approving the implementation of a stock option plan for Aegis Resources. Rugby Shareholders, representing a total of 55.39% of the outstanding common shares of Rugby eligible to be voted at the Special Meeting, voted at the Special Meeting. 99.97% of the total votes cast by Rugby Shareholders at the Special Meeting voted FOR the Arrangement Resolution and the SpinCo Option Plan Resolution.
Computershare Trust Company of Canada acted as Depositary and Evans & Evans, Inc. acted as financial advisor to Pampa Metals Corporation, Odyssey Trust Company acted as depositary bank to Rugby, Computershare Investor Services Inc. acted as transfer agent, Gowling WLG (Canada) LLP served as legal advisor, PricewaterhouseCoopers LLP served as accountant to Rugby and Evans & Evans, Inc. served as fairness opinion provider to Rugby.
Pampa Metals Corporation (CNSX:PM) completed the acquisition of Rugby Resources Ltd. (TSXV:RUG) on July 25, 2025.