Alchemist Mining Inc. (CNSX:AMS.X) entered into a non-binding letter of intent to acquire Iron Forge Holdings (I) Ltd. from a group of sellers for CAD 1.1 million on January 24, 2022. Alchemist Mining Inc entered into definitive agreement to acquire Iron Forge Holdings (I) Ltd. from a group of sellers on April 8, 2022. Alchemist Mining has agreed to issue 7,500,000 common shares in the capital of the Alchemist Mining, at a deemed price of CAD 0.145 per common share, in consideration for the acquisition of all of the securities of Iron Forge. The consideration shares are expected to be subject to a hold period expiring four months and one day after the applicable date of issuance. Alchemist Mining is not assuming any long term debt as part of the transaction.
Completion of the transaction remains subject to a number of conditions, including satisfactory due diligence, entry into definitive, non competition and non solicitation agreements, the parties obtaining a technical report compliant with National Instrument 43-101, the parties documenting sufficient and timely expenditures on the property to meet the listing requirements of the Canadian Securities Exchange, receipt of all requisite approvals, and other conditions customary for transactions of this nature. The transaction is a Fundamental Change under the Policies of the CSE, requiring the CSE to review and approve the transaction and Alchemist Mining to obtain shareholder approval for the transaction. It is also subject to approval of the board of Alchemist Mining and Iron Forge, resignation of Iron Forge's directors, financial audit of Iron Forge, and listing of new shares on the stock exchange. The parties intend to enter into a definitive agreement with respect to the transaction on or before February 28, 2022. The LOI includes a completion deadline of May 31, 2022. As of April 11, 2022, closing shall occur no later than June 30, 2022. As of September 6, 2022, the parties push the outside date for the closing to October 31, 2022. No finders fees are being paid. On December 15, 2022 Alchemist anticipates completing the Private Placement gross proceeds of up to CAD 1,000,000 in order to raise sufficient operating capital for the Company to achieve certain business goals and objectives following Closing Acquisition as well as for general working capital purposes. On January 9, 2023, AlchemistÆs shareholders approved the transaction. Virgil Hlus of Clark Wilson LLP acted as legal advisor to Alchemist Mining Inc. Endeavor Trust Corporation acted as transfer agent and registrar to Alchemist Mining Inc.
Alchemist Mining Inc. (CNSX:AMS.X) completed the acquisition of Iron Forge Holdings (I) Ltd. from a group of sellers on January 27, 2023.