Northern Superior Resources Inc. entered into an agreement to acquire Royal Fox Gold Inc. for CAD 17.8 million.
Post the transaction, new Board would comprise of four directors of Northern Superior and three directors of Royal Fox, namely Frank Guillemette, Victor Cantore, who is expected to be appointed Executive Chairman, and Simon Marcotte, who will be appointed President and Chief Executive Officer. Thomas Morris, President and Chief Executive Officer of Northern Superior, to be appointed as Chairman of the Company's high-profile Technical Committee, which will include Gordon Morrison, Catharine Farrow and David Beilhartz. The transaction is subject to approval of at least two-thirds of the votes cast by the Royal Fox Shareholders and option holders; regulatory approvals, including the approval of the Ontario Superior Court of Justice and the acceptance of the TSX-V; Royal Fox Shareholders shall not have exercised Dissent Rights, and other customary closing conditions. The transaction has the full endorsement of the respective boards of Royal Fox and Northern Superior. Based on the recommendation of Special Committee and advice from its advisors, Royal Fox Board unanimously recommend that Royal Fox shareholders vote in favor of the transaction. Directors and officers of Royal Fox holding an aggregate number of Royal Fox Shares which represent approximately 32.5% of the currently outstanding Royal Fox shares have entered into customary support agreements to vote in favor of the transaction. As of November 1, 2022, Royal Fox Gold's shareholders approved the transaction. The transaction is expected to close in November 2022. The Arrangement is expected to be completed on or about November 4, 2022.
Cormark Securities Inc. acted as financial advisor and Jennifer Traub, John Munnis, Corinne Grigoriu, Stephanie Voudouris and Danielle DiPardo of Cassels Brock & Blackwell LLP and John Koenigsknecht of Neal, Gerber & Eisenberg LLP acted as legal advisors for Northern Superior. Frank Mariage of Fasken Martineau DuMoulin LLP acted as legal advisor to Royal Fox. Stifel GMP acted as financial advisor and fairness opinion provider to Royal Fox Board. Computershare Investor Services Inc. acted as depositary to Northern Superior Resources Inc. and Royal Fox Gold Inc. Royal Fox's registrar and transfer agent is TSX Trust Company.