お知らせ • Aug 25
Benchmark Metals Inc. (TSXV:BNCH) completed the acquisition of Thesis Gold Inc. (TSXV:TAU).
Benchmark Metals Inc. (TSXV:BNCH) entered into a definitive arrangement agreement to acquire Thesis Gold Inc. (TSXV:TAU) for CAD 63.5 million on June 5, 2023. Under the terms of the transaction, Thesis shareholders will receive 2.5584 of a common share of Benchmark (each whole share, a 'Benchmark Share') for each Thesis Share held (the 'Exchange Ratio'). The Exchange Ratio implies consideration of CAD 0.96 per Thesis Share based on the closing market price of the Benchmark Shares on the TSX Venture Exchange (the 'TSXV') on June 2, 2023, implying a premium of approximately 26.2% to the closing price of the Thesis Shares on the TSXV on the same date. Based on the 20-day volume weighted average price of the Thesis Shares ending on June 2, 2023, the Exchange Ratio implies a premium of 27.8% to Thesis Shareholders. Existing shareholders of Benchmark and Thesis will own approximately 60% and 40%, respectively, of the outstanding shares of the combined company (the 'Combined Company') on the completion of the transaction. The combined company's board of directors (the 'Combined Company Board') will consist of seven (7) directors, four (4) of whom will be nominated by Benchmark, consisting of John Williamson (who will be appointed Chair), Keith Peck, Peter Gundy and Jody Shimkus, and three (3) of whom will be nominated by Thesis, consisting of Ewan Webster, Nicholas Stajduhar and Thomas Mumford. Reporting to the Combined Company Board, the Combined Company will be managed by Ewan Webster, as Chief Executive Officer and President; Sean Mager, as Chief Financial Officer and Ian Harris, as Chief Operating Officer. Following the completion of the Arrangement, the Combined Company will implement a 2.6:1 share consolidation of its common shares (the 'Combined Company Shares'), change its name to 'Thesis Gold Inc.' and, subject to acceptance by the TSXV, adopt the trading symbol 'TAU' in respect of the Combined Company Shares, which will continue to be listed and posted for trading on the TSXV (along with the Frankfurt Stock Exchange and the OTCQX) and the Thesis Shares will be de-listed from the TSXV.The Thesis board of directors (the 'Thesis Board') appointed a special committee (the 'Thesis Special Committee') to consider and make a recommendation to the Thesis Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Thesis Special Committee, the Thesis Board unanimously determined that the Arrangement is in the best interests of Thesis and its shareholders and approved the Arrangement Agreement. Accordingly, the Thesis Board recommends that Thesis shareholders, as well as holders of Thesis options and Thesis RSUs (collectively, the 'Thesis Securityholders') vote in favour of the resolution (the 'Arrangement Resolution') to approve the Arrangement. The Benchmark board of directors (the 'Benchmark Board') appointed a special committee (the 'Benchmark Special Committee') to consider and make a recommendation to the Benchmark Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Benchmark Special Committee, the Benchmark Board unanimously determined that the Arrangement is in the best interests of Benchmark and its shareholders and approved the Arrangement Agreement. The Arrangement will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia), requiring: (i) the approval of the Supreme Court of British Columbia, and (ii) the approval of (A) 66?% of the votes cast on the Arrangement Resolution by Thesis shareholders, voting as a single class; (B) 66?% of the votes cast on the Arrangement Resolution by the Thesis Securityholders, voting together as a single class and(C) if required by the TSXV, a simple majority of the votes cast on the Arrangement Resolution by Thesis shareholders, excluding Thesis Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at the Thesis Meeting. Each of the directors and executive officers of Thesis, along with certain key Thesis shareholders, representing an aggregate of approximately 19.4% of the issued and outstanding Thesis Shares, have entered into voting support agreements with Benchmark, pursuant to which they have agreed, among other things, to vote their securities of Thesis in favour of the Arrangement at the Thesis Meeting. The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Benchmark and Thesis' respective businesses. The Arrangement Agreement also provides for customary deal-protection measures. In addition to shareholder and court approvals, closing of the Transaction is subject to applicable regulatory approvals, including, but not limited to, TSXV approval and the satisfaction of certain other closing conditions customary for transactions of this nature. As on August 9, 2023, the securityholders of Thesis approved the transaction. As on August 21, 2023, Supreme Court of British Columbia has approved the plan of arrangement. Subject to the satisfaction of these conditions, Benchmark and Thesis expect that the Transaction will be completed in the third quarter of 2023.Cassels Brock & Blackwell LLP is acting as legal advisor to the Benchmark Special Committee and Harper Grey LLP is acting as legal advisor to Benchmark. Raymond James Ltd. is acting as financial advisor and fairness opinion provider to the Benchmark Special Committee. Boughton Law Corporation and Jeffrey Merk and including Alicia McKeag and Jackson Phillips of Aird & Berlis LLP are acting as Canadian legal advisors to Thesis. Clarus Securities Inc. is acting as financial advisor to Thesis. Canaccord Genuity Corp. provided the fairness opinion to the Thesis Special Committee.Benchmark Metals Inc. (TSXV:BNCH) completed the acquisition of Thesis Gold Inc. (TSXV:TAU) on August 23, 2023.