공시 • Aug 30
Baselode Energy Corp. (TSXV:FIND) completed the acquisition of Forum Energy Metals Corp (TSXV:FMC).
Baselode Energy Corp. (TSXV:FIND) entered into a definitive arrangement agreement to acquire Forum Energy Metals Corp. (TSXV:FMC) for CAD 13.12 million on June 23, 2025. Under the terms of the Arrangement Agreement, signed on June 23, 2025, Forum shareholders will receive 0.3535 common shares of Baselode (each whole common share, a “Baselode Share”) in exchange for each Forum common share held immediately prior to the effective time of the Arrangement. Upon completion of the Arrangement, 109,356,842 common shares of Baselode will be issued to Forum shareholders, with a deemed value of CAD 13.12 million as of Baselode’s share price at close on June 23, 2025 (CAD 0.12/share). The combined company will have a total of 243,796,664 common shares outstanding, with existing Baselode shareholders and former Forum shareholders owning approximately 55% and 45% of the outstanding common shares of the combined company, respectively. The combined company will continue under the name Geiger Energy Corporation (“Geiger”) (TSXV: BEEP; OTCQB: BSENF). The Arrangement Agreement includes customary provisions, including covenants not to solicit other acquisition proposals and the right to match any superior proposal. In addition, the Arrangement Agreement contains a reciprocal termination fee provision of 3% of the transaction value and a reciprocal expense reimbursement provision of up to CAD 250,000 payable to the other party if the transaction is terminated in certain circumstances.
Rebecca Hunter, Forum’s President and Chief Executive Officer who will continue in the same role at Geiger. Stephen Stewart continues as Chair, with a reconstituted board drawn from both teams.
Completion of the Arrangement is subject to approval by the Supreme Court of British Columbia and the affirmative vote of Forum shareholders at a special meeting that is expected to be held in August 2025 (the “Meeting”). At the Meeting, the Arrangement will require approval by (i) at least two-thirds (66?%) of the votes cast by Forum shareholders present in person or represented by proxy and entitled to vote at the Meeting, and (ii) at least simple majority of the votes cast by Forum shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding votes from certain shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Pursuant to the terms of the Arrangement Agreement, the Arrangement is subject to customary conditions, including support of the transaction by directors, officers and significant shareholders of Forum, and receipt of applicable regulatory and third-party approvals and consents as may be required to effect and complete the transaction, including approval of the TSX Venture Exchange “TSXV”. Closing of the Arrangement is also subject to (i) the completion of a consolidation of the Baselode Shares on a five-for-one (5:1) basis (the “Baselode Consolidation”), (ii) the change of Baselode’s corporate name to a name mutually agreed upon by the Parties (the “Baselode Name Change”), and (iii) the reconstitution of the board of directors and management of Baselode to be comprised of five board members (three Baselode nominees and two Forum nominees) with Rebecca Hunter appointed as CEO and Joel Friedman appointed as CFO, in each case as of the closing of the Arrangement. Both the Baselode Consolidation and Baselode Name Change will be subject to the receipt of Baselode shareholder approval. Assuming that all requisite approvals are received, Forum and Baselode expect to close the proposed Arrangement shortly after the date of the Meeting. The Arrangement has been unanimously approved by the board of directors of both Baselode and Forum, after receiving the unanimous recommendation of a special committee of the Forum board. All of the directors and officers of Forum have entered into support agreements pursuant to which they have agreed, among other things, to support the transaction and vote their Forum Shares in favour of the Arrangement.
Trevor Wong-Chor of DLA Piper (Canada) LLP is acting as legal counsel to Baselode. Cory Kent of McMillan LLP is acting as legal counsel to Forum. Evans & Evans, Inc. acted as fairness opinion provider to Special Committee and the board of directors of Forum. Working Capital Corporation acted as fairness opinion provider to special committee of the Baselode board of directors.
Baselode Energy Corp. (TSXV:FIND) completed the acquisition of Forum Energy Metals Corp (TSXV:FMC) on August 29, 2025. On August 22, 2025, the Supreme Court of British Columbia issued the final order to approve the Arrangement. on August 19, 2025 Forum's shareholders approved the transaction. The Forum Shares are expected to be de-listed from the TSX Venture Exchange effective as of the close of business on or about August 29, 2025.