New Oroperu Resources Inc. (OTCPK:NOPU.F) entered into a definitive arrangement agreement to acquire First Light Capital Corp (TSXV:XYZ.P) for CAD 76.2 million in a reverse merger transaction on June 16, 2021. It is anticipated that upon completion of the transaction, current First Light and New Oroperu shareholders will own 16% and 84% of Anacortes, respectively, without giving effect to the Private Placement. After giving effect to the Private Placement, it is expected that current First Light shareholders, New Oroperu shareholders and investors in the Private Placement will own approximately 13%, 66% and 21% of Anacortes, respectively. Under the terms of the arrangement agreement each New Oroperu shareholder will receive 5.815 common shares of First Light for each New Oroperu common share held. Based upon the share exchange ratio, a total of 162.2 million First Light Shares will be issued to New Oroperu shareholders based on a total of 27.9 million New Oroperu Shares outstanding, before giving effect to the Consolidation, representing total consideration equal to approximately CAD 76 million, based on a price per First Light Share of CAD 0.47. Immediately following completion of the transaction, Anacortes will consolidate its common shares at a ratio of six pre-consolidation shares to one post-consolidation share. In connection with the transaction, First Light and two of its subsidiaries have entered into an agreement with Haywood as co-lead Agent and sole bookrunner on behalf of a syndicate of agents, including Clarus Securities Inc. as co-lead agent to complete a brokered private placement of 55,096,250 subscription receipts at a price of CAD 0.40 per Subscription Receipt for gross proceeds of up to approximately CAD 22 million. In connection with the transaction, First Light will change its name to Anacortes Mining Corp. A termination fee in the amount of CAD 2.5 million will be paid to First Light should the arrangement agreement not be completed in certain circumstances. n connection with the closing of the Transaction, Anacortes acquired New Oroperu by way of a statutory plan of arrangement under the Business Corporations Act pursuant to which, among other things, the Company acquired all of the issued and outstanding common shares of New Oroperu in exchange for an aggregate of 27,074,716 common shares of Anacortes

Upon completion of the transaction, it is expected that the leadership team of Anacortes will be comprised of: Jim Currie (President, Chief Executive Officer and Director), Steven Botts (President, Peru), Horng Dih Lee (Chief Financial Officer and Corporate Secretary), Marshall Koval (Special Advisor). The Board of Directors to be comprised of four nominees from First Light, including Andy Carstensen and Wayne Livingstone. First Light will ask its shareholders to approve an increase in the number of its directors from three to five, and to elect the five director nominees. As of September 9, 2021, at the First Light Annual and General Special Meeting, the shareholders elected James (“Jim”) Currie, Andrew Carstensen, Barry Hildred, Brian Storseth and K. Wayne Livingstone as Directors, all to take office effective upon completion of the transaction.

Completion of the Transaction is subject to certain conditions including, but not limited to, receipt of all applicable shareholder, court and regulatory approvals, conditional approval of the TSXV shall have been obtained by First Light and New Oroperu, respectively, and First Light completing a concurrent financing to raise minimum gross proceeds of CAD 17.5 million. First Light intends to obtain shareholder approval in connection with its proposed name change, the Consolidation and the election of the director nominees. The Board of Directors of each company has determined that the transaction is in the best interests of their respective company and recommends that their respective securityholders vote in favour of the transaction. The board of directors of New Oroperu unanimously recommends that New Oroperu Securityholders VOTE FOR the Arrangement Resolution. Shareholder meetings to obtain the required approvals on the transaction to be held on September 8, 2021. As of September 9, 2021, the transaction was approved by shareholders of New Oroperu Resources and First Light Capital. The transaction is expected to complete in September 2021. As of September 9, 2021, the transaction is expected to close within the next few weeks.

First Light has retained Medalist Capital Ltd. and Trinity Advisors Corporation as financial advisors and Ethan Minsky of Clark Wilson LLP as legal advisor. New Oroperu has retained Haywood Securities Inc. as financial advisor and Bob Wooder of Blake, Cassels & Graydon LLP as legal advisor. Haywood also provided a fairness opinion to the board of directors of New Oroperu. Echelon Wealth Partners Inc. provided a fairness opinion in connection with the transaction to the Board of Directors of New Oroperu.

New Oroperu Resources Inc. (OTCPK:NOPU.F) completed the acquisition of First Light Capital Corp (TSXV:XYZ.P) in a reverse merger transaction on October 6, 2021.