Announcement • Jul 04
Blackwolf Copper and Gold Ltd. COM (Canada) to Be Deleted from OTC Equity Blackwolf Copper and Gold Ltd. COM (Canada) will be deleted from OTC Equity effective July 05, 2024, due to Acquisition /Merger /Amalgamation. Announcement • May 03
Treasury Metals Inc. (TSX:TML) entered into a definitive arrangement agreement to acquire Blackwolf Copper and Gold Ltd. (TSXV:BWCG) for CAD 14.9 million. Treasury Metals Inc. (TSX:TML) entered into a definitive arrangement agreement to acquire Blackwolf Copper and Gold Ltd. (TSXV:BWCG) for CAD 14.9 million on May 1, 2024. Under the terms of the agreement, each BWCG share will be exchanged for 0.607 of a TML share. Upon completion of the Transaction, existing TML and BWCG shareholders will own approximately 68.3% and 31.7% of TML respectively. Under certain circumstances, TML or BWCG would be entitled to a termination fee of CAD 500,000. The combined company intends to complete a consolidation of its outstanding shares on the basis of one post-consolidation share for every four pre-consolidation shares following the completion of the Transaction and non-brokered private placement. The combined company’s board of directors will be led by Jim Gowans as Chair and will be comprised of five board members nominated by Treasury and four board members nominated by Blackwolf. Reporting to the New Board, the combined company will be managed by Jeremy Wyeth as CEO & Director, Morgan Lekstrom as President & Director, and Orin Baranowsky as Chief Financial Officer.
The transaction will be completed pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia). The transaction is subject to approval from shareholders of each of TML and BWCG, court approvals, applicable regulatory approvals including the TSX and TSX Venture approvals, the completion of the non-brokered private placement and the satisfaction of certain other closing conditions customary in transactions of this nature. The Agreement has been unanimously approved by the Board of Directors of each of Treasury and Blackwolf. Haywood Securities Inc. is acting as financial advisor to Treasury. Cassels Brock & Blackwell LLP is acting as Treasury’s legal counsel. The Board of Directors of Treasury has received a fairness opinion from RwE Growth Partners, Inc. DuMoulin Black LLP is acting as legal counsel to Blackwolf and Fiore Management and Advisory Corp. has acted as financial advisor to Blackwolf in connection with the Transaction and will receive a 2% advisory fee payable in shares. The Board of Directors of Blackwolf has received a fairness opinion from Evans & Evans, Inc. New Risk • Apr 02
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$6.2m 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$6.2m free cash flow). Earnings have declined by 37% per year over the past 5 years. Shareholders have been substantially diluted in the past year (209% increase in shares outstanding). Revenue is less than US$1m. Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (CA$14.7m market cap, or US$10.8m). 
