Kenadyr Mining (Holdings) Corp. (TSXV:KEN) entered into a binding letter of intent to acquire Kamkor-Saryarka LLP on April 23, 2021. Pursuant to the terms of the LOI, Kenadyr will acquire 100% of Kamkor-Saryarka LLP, in exchange for common shares and warrants of Kenadyr. Kamkor-Saryarka will become a wholly-owned subsidiary of Kenadyr. Kenadyr will issue to the Vendors an aggregate of 65 million Kenadyr Shares and 6.5 million Kenadyr Warrants on a post-Consolidation basis. Each Kenadyr Warrant will entitle the holder thereof to acquire one additional Kenadyr Share at an exercise price of CAD 0.72 per Kenadyr Share for two years from the date of issuance. Based on the last closing share price of Kenadyr, the implied value of the proposed transaction is CAD 22.8 million. Prior to the completion of the proposed transaction, Kenadyr will change its name to Kenadyr Metals Corp., or such other name as agreed by the parties, and will complete a consolidation of the Kenadyr Shares on the basis of one post-consolidation Kenadyr Share for every ten pre-consolidation Kenadyr Shares. Upon completion of the Proposed Transaction, certain members of Kenadyr management will be entitled to change of control payments, which they have elected to take in Kenadyr Shares, resulting in the issuance of an aggregate of 1,200,000 Kenadyr Shares on a post-Consolidation basis, subject to TSX-V approval. Upon completion of the Proposed Transaction, the Vendors will hold approximately 83.33% of issued and outstanding Kenadyr Shares, on an undiluted basis, while existing shareholders of Kenadyr will own approximately 16.67%, on an undiluted basis. Prior to the completion of the Proposed Transaction, Kenadyr intends to conduct a private placement for gross proceeds of up to CAD 0.2 million, to supplement corporate working capital and fund the costs relating to the Proposed Transaction.
Kenadyr intends to hold a meeting to seek shareholder approval for the proposed transaction and the creation of a new control person in accordance with the requirements of the TSX-V. The transaction is subject to a number of terms and conditions, including, Kenadyr of shareholder approval, Kenadyr shall have completed the Concurrent Financing, approval of the TSX-V, and all necessary regulatory and third-party consents, approvals and authorizations as may be required.
Kenadyr Mining (Holdings) Corp. (TSXV:KEN) canceled the acquisition of Kamkor-Saryarka LLP on June 11, 2021.