Announcement • May 26
Gatling Exploration Common Shares to Be Deleted from Other OTC Gatling Exploration Inc. Common Shares will be deleted from Other OTC effective from May 25, 2022, due to Acquisition /Merger /Amalgamation. Announcement • May 22
Gatling Exploration Inc.'s Common Shares Be Delisted from the Exchange The arrangement consists of an arm's length acquisition by MAG Silver Corp. of all of the issued and outstanding common shares (the "Gatling Shares") of Gatling Exploration Inc. in exchange for issuing 0.0170627 of a share of MAG for each Gatling Share by way of statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). In conjunction with the consummation of the Arrangement, the Company has requested that its Common Shares be delisted. Accordingly, effective at the close of business on May 24th, 2022 the Common Shares under the symbol GTR of the Company will be delisted from the Exchange. Announcement • May 21
MAG Silver Corp. (TSX:MAG) completed the acquisition of Gatling Exploration Inc. (TSXV:GTR) from Sprott Asset Management LP and others. MAG Silver Corp. (TSX:MAG) entered into an arrangement agreement to acquire Gatling Exploration Inc. (TSXV:GTR) from Sprott Asset Management LP and others for CAD 18.3 million on March 10, 2022. Pursuant to the Arrangement Agreement, shareholders of Gatling will receive 0.0170627 of one common share of MAG for each Gatling share. Option holders of Gatling will receive replacement options of MAG and holders of outstanding common share purchase warrants of Gatling will have their warrants adjusted in accordance with their respective contractual terms. Upon completion of the Transaction, it is expected that Gatling shareholders will hold approximately 0.79% of MAG shares on an outstanding basis. Concurrent with the signing of the Arrangement Agreement and subject to TSXV approval, MAG has agreed to provide a bridge loan of up to CAD 3 million to Gatling, such Bridge Loan being evidenced by a promissory note and debenture, secured by a general security agreement. The loan will bear interest at a rate of 12% per annum and includes a conversion right whereby MAG may convert all or a portion of the outstanding principal amount and accrued interest into up to 19.9% of Gatling's issued and outstanding shares. The Arrangement Agreement contains customary provisions including non-solicitation and a right to match superior proposals in favour of MAG, as well as CAD 1 million termination fee or a CAD 0.6 million expense reimbursement payable to MAG under certain circumstances.
The Transaction will be effected by way of a court-approved plan of arrangement requiring the approval of 66 2/3rd of the votes cast by Gatling shareholders and option holders and the approval of the Supreme Court of British Columbia. The Transaction is also subject to the receipt of applicable regulatory approvals, all third person consents, including approval of the TSXV, Gatling shall have obtained and delivered to MAG written resignations, the MAG Shares to be issued to Gatling Securityholders in connection with the Arrangement shall have been approved for listing on the TSX and the NYSE American and the satisfaction of certain other closing conditions customary in transactions of this nature. The Board of Directors of Gatling unanimously approved the Arrangement Agreement, following the unanimous recommendation of a special committee of independent directors of Gatling. The Board of Directors recommends that its Securityholders vote in favour of the Transaction. The Arrangement has been also unanimously approved by the board of directors of MAG. Transaction has strong shareholder support via voting support agreements from Sprott Asset Management and the officers and directors of Gatling, for the common shares, options and warrants held by such parties which collectively represent approximately 15.19% of Gatling’s issued and outstanding common shares. Gatling shareholders meeting and closing of the Transaction are expected to occur in late-May 2022. The Transaction was approved by the shareholders of Gatling on May 13, 2022. As of May 17, 2022, the Supreme Court of British Columbia approved the transaction. As of May 16, 2022, the arrangement is expected to be completed on or around May 19, 2022. Computershare Investor Services Inc. acted as depository bank for Gatling Exploration.
Sprott Capital Partners acted as financial advisor to Gatling and has provided a fairness opinion to the special committee of Gatling. Miller Thomson LLP and Rory S. Godinho of Cozen O'Connor acted as legal advisors to Gatling. Kathleen Keilty of Blake, Cassels & Graydon LLP acted as legal advisor to MAG.
MAG Silver Corp. (TSX:MAG) completed the acquisition of Gatling Exploration Inc. (TSXV:GTR) from Sprott Asset Management LP and others on May 20, 2022. Post deal completion, Gatling Exploration became a wholly-owned subsidiary of MAG. The Gatling Shares will be de-listed from the TSX Venture Exchange at the close of trading on May 24, 2022. 
