Bordeaux Developments Corporation entered into a definitive arrangement agreement to acquire NewNorth Projects Ltd. (TSXV:NNP) from Gwich'in Development Corporation, Craig Johnson, Kenn Harper and others for CAD 1.6 million on December 3, 2019. Bordeaux has agreed to acquire all of the issued and outstanding common shares of NewNorth for cash consideration of CAD 0.13 per NewNorth share. Bordeaux will finance the transaction from available cash. On completion of the arrangement, it is expected that the NewNorth Shares will be delisted from the TSXV and that Bordeaux will apply to cause NewNorth to cease to be a reporting issuer under applicable Canadian securities laws. NewNorth has agreed to pay a break fee to Bordeaux upon the occurrence of certain terminating events. Certain shareholders, including Directors and officers, of NewNorth, holding a total of 21.6% of the outstanding NewNorth shares, have entered into voting and support agreements to, among other things, vote their NewNorth shares in favor of the arrangement. In the event of the termination of this agreement, NewNorth shall pay to Bordeaux CAD 0.85 million as liquidated damages in immediately available funds to an account designated by Bordeaux. The arrangement will be carried out by way of a court-approved plan of arrangement and will require approval by at least 66-2/3% of the NewNorth shareholders. The arrangement is also subject to court and applicable regulatory approvals and the satisfaction of other customary closing conditions. The Boards of Directors of both NewNorth and Bordeaux Properties Inc., parent of Bordeaux Developments have each determined that the proposed arrangement is in the best interest of their respective companies, supported by advice from their financial and legal advisors, as applicable, and have each unanimously approved the arrangement. The Board of Directors of NewNorth recommend that their shareholders vote in favor of the arrangement at the meeting. The special meeting of shareholders of NewNorth Project will be held on January 24, 2020 to approve the transaction. The arrangement was approved by the holders of NewNorth Shares at a special meeting held on January 24, 2020 and by the Court of Queen’s Bench of Alberta on February 3, 2020. The arrangement is expected to be completed in January 2020. PillarFour Capital Inc. has provided a fairness opinion to the Board of Directors of NewNorth that the arrangement is fair, from a financial point of view, to the shareholders of NewNorth. Torys LLP acted as an escrow agent in the deal. Brad Squibb and Michael Witt of Stikeman Elliott LLP acted as legal advisors to Bordeaux Properties. Janan Paskaran of Torys LLP acted as legal advisor to NewNorth Projects. AST Trust Company (Canada) acted as depository for NewNorth. Bordeaux Developments Corporation completed the acquisition of NewNorth Projects Ltd. (TSXV:NNP) from Gwich'in Development Corporation, Craig Johnson, Kenn Harper and others on February 11, 2020. Bordeaux Properties has also amalgamated with NewNorth under the arrangement and will carry on business under the name “Bordeaux Developments Corporation”, with Bordeaux being the sole shareholder of the amalgamated entity.