New Risk • Dec 18
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$14.3m (US$9.93m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (26% average weekly change). High level of non-cash earnings (42% accrual ratio). Revenue is less than US$1m. Market cap is less than US$10m (CA$14.3m market cap, or US$9.93m). Announcement • Oct 30
Minera Alamos Inc. (TSXV:MAI) entered into a definitive agreement to acquire Sabre Gold Mines Corp. (TSX:SGLD) for CAD 22 million. Minera Alamos Inc. (TSXV:MAI) entered into a definitive agreement to acquire Sabre Gold Mines Corp. (TSX:SGLD) for CAD 22 million on October 27, 2024. Pursuant to the Transaction, all shares in Sabre Gold will be acquired and exchanged for 0.693 Minera Alamos common shares ("Minera Alamos Shares") resulting in the issuance of approximately 76.5 million Minera Alamos Shares after taking into account the Settlement Agreements. Prior to the closing of the Transaction, certain related party creditors of Sabre Gold (the "Creditors") have agreed to enter into a series of debt settlement agreements (the "Settlement Agreements") whereby the Creditors will receive Sabre Gold Shares at a discount (15%) to the face value of the debt. Upon completion of the arms length Transaction and taking into account the Settlement Agreements, existing Minera Alamos and Sabre Gold shareholders will own approximately 86% and 14% of Minera Alamos, respectively.
The Transaction will be completed pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act. The consummation of the Transaction is subject to a number of conditions customary to transactions of this nature, including, among others, the adoption of a resolution approving the Transaction at a special meeting of Sabre Gold shareholders (the "Meeting") by: (i) at least 66 2/3 % of votes cast by Sabre Gold shareholders present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by Sabre Gold shareholders present in person or represented by proxy at the Meeting, excluding votes attached to Sabre Gold Shares held by TOMC, Braydon and their respective affiliates (see Debt Settlement Agreements) and any other person as required under Multilateral Instrument 61-101 - Protection of Minority security Holders in Special Transactions ("MI 61-101"). In addition to shareholder and court approvals, the Transaction is also subject to, among other things, obtaining customary regulatory approvals including applicable court and stock exchange approvals, completion of the Debt Settlements and certain amendments to Sabre's existing gold purchase and sale agreement with Star Royalties. The Transaction has been unanimously approved by the boards of directors of Minera Alamos and Sabre Gold including, in the case of Sabre Gold, following the recommendation of the independent member of the special committee (the "Sabre Gold Special Committee"). The Sabre Gold board of directors is unanimously recommending that Sabre Gold shareholders vote in favour of the Transaction. All Sabre Gold directors, executive officers and certain shareholders (the "Supporting Shareholders"), collectively representing 29.6% of the Sabre Gold Shares have entered into voting support agreements with Minera Alamos, agreeing to, among other things, vote their Sabre Gold Shares in favour of the Transaction.
Gowling WLG (Canada) LLP is acting as Minera Alamos' legal advisor. Maxit Capital is acting as financial advisor to Sabre Gold and has provided a verbal opinion to the Sabre Gold board of directors; and Evans & Evans has been retained as an independent valuator. Evans & Evans delivered an oral opinion to the Sabre Gold Special Committee of Sabre Gold. Peterson McVicar LLP is acting as Sabre Gold's legal advisor. New Risk • May 15
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$12m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$12m free cash flow). Revenue is less than US$1m. Market cap is less than US$10m (CA$11.2m market cap, or US$8.19m). Minor Risks Share price has been volatile over the past 3 months (15% average weekly change). Shareholders have been diluted in the past year (11% increase in shares outstanding). 
