공시 • Sep 03
Arizona Gold Corp. (TSX:AZG) completed the acquisition of Golden Predator Mining Corp. (TSXV:GPY) from Eric Sprott, Janet Lee-Sheriff, William Sheriff, Pat DiCapo, Albert Friedberg, CIBC Private Wealth and others.
Arizona Gold Corp. (TSX:AZG) entered into a letter of intent to acquire Golden Predator Mining Corp. (TSXV:GPY) from Eric Sprott, Janet Lee-Sheriff, William Sheriff, Pat DiCapo, Albert Friedberg, CIBC Private Wealth and others on June 10, 2021. Arizona Gold Corp. (TSX:AZG) entered into a definitive arrangement agreement to acquire Golden Predator Mining Corp. (TSXV:GPY) from Eric Sprott, Janet Lee-Sheriff, William Sheriff, Pat DiCapo, Albert Friedberg, CIBC Private Wealth and others for CAD 34.1 million on June 28, 2021. Under the terms of the agreement, all the issued and outstanding common shares of Golden Predator will be exchanged for common shares of Arizona on the basis of 1.65 common shares of Arizona per common share of Golden Predator. Upon completion of the transaction, existing Arizona and Golden Predator shareholders will own approximately 55% and 45% of the combined company common shares, respectively, on an outstanding basis. Upon closing of the transaction, Arizona will change its name to Sabre Gold Corp., subject to the receipt of all necessary approvals. The transaction includes a reciprocal termination fee of CAD 1.5 million. The combined company will be managed by the current Arizona executive team, led by Giulio Bonifacio as President & Chief Executive Officer, John Galassini as Chief Operating Officer, Dale Found as Chief Financial Officer and Michael Maslowski as Vice President Technical Services & Exploration. Janet Lee-Sheriff, current Chief Executive Officer of Golden Predator, will continue in an advisory role with the combined company with a particular focus on community engagement. Each company will select three Board of Director nominees, including William Sheriff as Non-Executive Chair (Golden Predator), Stefan Spears (Golden Predator), Tony Lesiak (Golden Predator), Fahad Al Tamimi (Arizona Gold), Claudio Ciavarella (Arizona Gold), and Giulio Bonifacio (Arizona Gold).
The transaction will require approval by (i) two-thirds of the votes cast by Golden Predator shareholders at a special meeting of the shareholders of Golden Predator to be called in connection with the transaction; (ii) a simple majority of the votes cast by Arizona shareholders at a special meeting of the shareholders of Arizona, receipt of applicable regulatory approvals, court and exchange approvals, the TSX shall have conditionally approved the listing thereon of the Arizona Shares to be issued to Golden Shareholders, Arizona shall have received resignations and releases in favour of Golden from such directors and officers of Golden, Holders of no more than 5% of the outstanding Golden Shares shall have exercised Dissent Rights and other customary closing conditions. The agreement has been unanimously approved by the Boards of Directors of Arizona and Golden Predator, and each board recommends that its respective shareholders vote in favor of the transaction. All of the directors and officers of Golden Predator and Arizona have entered into customary voting support agreements agreeing to vote in favour of the transaction. The shareholder meetings of Arizona and Golden Predator are expected to be held in August 2021. As of July 14, 2021, the shareholder vote will be held on August 25, 2021. At special meeting held on August 25, 2021, the shareholders of both the companies approved the merger. The British Columbia Supreme Court issued the final order approving the Arrangement on August 31, 2021. As of September 1, 2021, all the conditions are fulfilled. Closing of the transaction is anticipated to occur in September 2021. As of August 25, 2021, closing of the Arrangement is expected to occur on September 2, 2021. Haywood Securities Inc. acted as financial advisor to Arizona and provided fairness opinion. James McVicar of Peterson McVicar LLP acted as legal counsel to Arizona. Edward L. Mayerhofer of Morton Law LLP acted as legal counsel to Golden Predator. RwE Growth Partners, Inc. served as financial advisor and provided fairness opinion to Golden Predator. TSX Trust Company served as transfer agent to Arizona Gold.
Arizona Gold Corp. (TSX:AZG) completed the acquisition of Golden Predator Mining Corp. (TSXV:GPY) from Eric Sprott, Janet Lee-Sheriff, William Sheriff, Pat DiCapo, Albert Friedberg, CIBC Private Wealth and others on September 2, 2021. Sabre Gold intends to cause the Golden Shares to be delisted from the TSX Venture Exchange expected on or about close of markets on September 3, 2021, and Golden Predator intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.