Northern Superior Resources Inc. (TSXV:SUP) entered into a definitive arrangement agreement to acquire Genesis Metals Corp. (TSXV:GIS) for CAD 10.1 million on April 27, 2022. Under the terms of the Definitive Agreement, each holder of Genesis Shares will receive 0.2304 of a common share of Northern Superior for each Genesis Share held. Following the completion of the Transaction, current Genesis Shareholders will hold approximately 14.5 million shares of Northern Superior, or approximately 17% of the pro forma Northern Superior basic shares outstanding.
Completion of the Transaction will, among other things, require the approval of at least two-thirds 66 2/3% of the votes cast by the Genesis Shareholders in upcoming special meeting scheduled to take place in early June 2022. The transaction is also subject to the satisfaction (or waiver) of a number of conditions precedent, including, but not limited to receipt of all regulatory approvals, including the approval of the Supreme Court of British Columbia, Dissent Rights limited, net working capital shall be not less than negative CAD 600,000 and the acceptance of the TSXV the listing and posting for trading of the Northern Superior Shares to be issued in connection with the Arrangement on the TSXV and the final acceptance of the TSXV to the delisting application of Genesis. No shareholder vote is required by Northern Superior shareholders. The Special Committee, following a review of the terms and conditions of the agreement with Northern Superior and consideration of a number of factors, unanimously recommended that the Genesis Board approve the transaction. The Genesis Board has unanimously determined that the transaction is in the best interests of Genesis and will recommend that Genesis shareholders vote in favour of the transaction. Directors and officers of Genesis holding an aggregate number of Genesis Shares which represent approximately 5.6% of the currently outstanding Genesis Shares, have entered into customary support agreements with Northern Superior to vote their shares in favor of the Transaction. As of June 6, 2022, TSXV has conditionally accepted the Arrangement and the delisting of the Genesis Shares, subject to filing certain documents with the TSXV. As of June 29, 2022, Institutional Shareholder Services and Glass, Lewis & Co. have recommended that Genesis shareholders vote for the transaction. The shareholders meeting of Genesis is scheduled on July 7, 2022. The shareholders of Genesis have approved the transaction at a special meeting of its securityholders. As of July 11, 2022, the transaction has been granted approval by the final court order from the British Columbia Supreme Court. The transaction is expected to close in July 2022. The transaction is expected to complete on or about July 13, 2022. For Northern Superior Resources transaction is 105% accretive to gold resources and 74% accretive to landholdings in the Chapais-Chibougamau Camp.
John Koenigsknecht of Neal, Gerber & Eisenberg LLP and Jennifer Traub, Alex Iliopoulos and Corinne Grigoriu of Cassels Brock & Blackwell LLP acted as legal advisors to Northern Superior Resources Inc. Red Cloud Securities, Inc. acted as financial advisor and Lucy Schilling of Cozen O'Connor LLP acted as legal advisor to Genesis Metals Corp. Evans & Evans, Inc. acted as financial advisor and fairness opinion provider to the board of Genesis Metals Corp. Carson Proxy Advisors Ltd. acted as proxy solicitor to both Genesis Metals and Northern Superior Resources. Computershare Investor Services Inc. acted as transfer agent/registrar and depositary bank to Genesis. Genesis Metals will pay a fee of CAD 30,000 to Carson Proxy Advisors.
Northern Superior Resources Inc. (TSXV:SUP) completed the acquisition of Genesis Metals Corp. (TSXV:GIS) on July 13, 2022. Northern Superior has received acceptance of the TSX Venture Exchange to list the Northern Superior Shares issued pursuant to the transaction on the TSXV. The Genesis shares are expected to be delisted from the TSXV at the close of trading on or about July 15, 2022.