CopAur Minerals Inc. executed a Binding Letter agreement to acquire New Placer Dome Gold Corp. for CAD 24.1 million.
It is proposed that a minimum of two seats on the Board of Copaur Minerals will be available for New Placer Come representatives, subject to Copaur Minerals approving of the proposed nominees by New Placer Dome and such nominees complying with applicable corporate laws and the rules of the TSXV in connection with such appointment, resulting in a board of up to seven directors. It is also contemplated that the management team will be comprised of the current management team of Copaur Minerals and certain additional key members of the management team of New Placer Dome. In addition to 66 2/3% of shareholders' approval of New Placer Dome, proposed transaction will be subject to applicable regulatory including the TSX Venture Exchange and Court of British Columbia approvals and the satisfaction of other customary conditions. The transaction remains subject to execution of a definitive agreement. New Placer Dome's Board of Directors have determined that subject to satisfactory completion of due diligence, the proposed transaction is in the best interest of shareholders and have approved entering into the Letter Agreement. The arrangement has the support of New Placer Dome's board, management and other shareholders holding approximately 18.6% stake in New Placer Dome. The Board of New Placer Dome unanimously recommend that the shareholders vote in favour of the arrangement resolution. The transaction is also approved by CopAur Minerals's Board. The transaction has been approved by New Placer Dome's shareholders at the special meeting held on May 6, 2022. New Placer Dome will seek a final order of the Supreme Court of British Columbia to approve the arrangement at a hearing expected to be held on or about May 11, 2022. On May 11, 2022, New Placer Dome has obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement. wThe proposed transaction is expected to be completed in late March 2022 or such other date as the parties may agree. As of May 7, 2022, the arrangement is expected to close on or about May 13, 2022, provided all of the customary closing conditions as set forth in the definitive arrangement agreement are satisfied or waived, which include, among other things, the receipt of final approval of the arrangement from the TSX Venture Exchange. PI Financial Corp. acted as financial advisor and fairness opinion provider to the board of New Placer Dome.