공지 • Oct 18
Miata Metals Corp. (CNSX:MMET) completed the acquisition of 79North Inc. (CNSX:JQ).
Miata Metals Corp. (CNSX:MMET) signed a letter of intent to acquire 79North Inc. (CNSX:JQ) for CAD 3.1 million on June 4, 2024. Miata Metals Corp. entered into a definitive agreement to acquire 79North Inc. on August 6, 2024. Miata proposes to issue 9,000,000 common shares to 79North shareholders in exchange for 100% of the issued and outstanding shares of 79North at closing. Following the closing of the Transaction, there will be 42,368,609 Miata Shares issued and outstanding, with former 79North shareholders owning approximately 21.2% of the combined entity. In conjunction with the Acquisition, Miata is pleased to announce the Private Placement of up to 5,000,000 units of the Company at a price of CAD 0.30 per Unit for gross proceeds of up to CAD 1,500,000. On June 13, 2024, Miata Metals Corp. announced that, due to investor demand, its previously announced non-brokered private placement of up to CAD 1,500,000 has been increased to up to CAD 1,750,000. The proceeds from the Private Placement will be used to fund the closing costs of the Acquisition and Bridge Loan. Following completion of the Transaction, Miata will continue to be managed by the current executive team and board of directors. Miata Metals Corp announced that it has closed its previously announced non-brokered private placement, raising gross proceeds of CAD 1.75 million, The proceeds from the Private Placement will be used to fund the closing costs of Miata's previously announced proposed acquisition of 79North Inc.
The transaction is subject to consummation of due diligence investigation, entering into a definitive agreement, stock exchange approval, Dissent Rights shall not have been exercised with respect to more than 10% of the issued and outstanding 79North Shares; prior to the mailing of the 79North Circular to 79North Shareholders, Miata shall have received executed copies of the Support Agreements, entered into between 79North and each Insider of 79North that holds 79North Shares; Miata shall have received executed copies of the Lock-Up Agreements, entered into between 79North and each Insider of 79North that holds 79North Shares; Miata shall have received the resignations or termination agreements, as applicable, and releases of all directors, officers, employees, contractors, advisors, and consultants of 79North and its Subsidiaries, in accordance with Section 4.6 and other customary conditions typical for a transaction of this nature. The board of directors of both companies unanimously approved the merger. The Transaction requires approval by 66 2/3% of the votes cast by 79North shareholders at a special meeting (the “Meeting”) expected to be held in September 2024. The shareholder of 79North will hold a meeting on October 3, 2024 to approve the transaction. Directors and officers of 79North, representing an aggregate of approximately 10% of the issued and outstanding 79North Shares on a partially-diluted basis, have entered into voting support agreements pursuant to which, among other things, each director and/or officer has agreed to vote in favour of the Transaction at the Meeting. Odyssey Trust Company acting as Depository for Miata and 79North. Ryan Gill of Morton Law LLP acted as legal advisor for Miata Metals. Jay Goldman of Cassels Brock & Blackwell LLPacted as legal advisor for 79North.
Miata Metals Corp. (CNSX:MMET) completed the acquisition of 79North Inc. (CNSX:JQ) on October 16, 2024. Pursuant to the terms of the Transaction, Miata issued 8,999,953 common shares in the capital of Miata to former 79North shareholders. In connection with the Transaction, the Company will be delisted from the CSE as of the end of trading on October 17, 2024. The Transaction was approved by 79North shareholders at a meeting held on October 3, 2024.