Sio Silica Corporation entered into a definitive agreement to acquire Pyrophyte Acquisition Corp. (NYSE:PHYT) from Pyrophyte Acquisition LLC and others in a reverse merger transaction on November 13, 2023.
Pursuant to the Sio Amalgamation, on the Closing Date and following the exercise on a cashless basis of all then-issued and outstanding warrants (the ? Sio Warrants ?) and options of Sio for common shares in the authorized share capital of Sio (the ? Sio Common Shares ?) in accordance with the Plan of Arrangement (the ? Sio Warrant and Option Settlement ?), Sio?s valuation of $675,000,000 by (ii) $10.25, and then (B) by further dividing the resulting number of Pubco Class A Common Shares established in (A) above by the sum of (x) the number of Sio Common Shares that are issuable upon the exercise of Sio RSUs that are unexpired, issued and outstanding as of immediately prior to the effective of the Sio Amalgamation (y) a number of Sio Earnout Shares obtained by dividing (i) 6,585,366 by (ii) the Fully-Diluted Sio Common Shares. The terms of the Business Combination imply an enterprise value of $708 million and equity value of $758 million for the combined company. As a result of the Amalgamations, Sio will become a wholly-owned subsidiary of Pubco and will continue the business operations currently undertaken by it. Upon the Closing, the Pubco Class A Common Shares and the Pubco Warrants are expected to trade on the New York Stock Exchange under the symbols ?SIOS? and ?SIOS WS,? respectively. Chief Executive Offier Feisal Somji will continue to lead Sio, supported by a team of experienced operators. Pyrophyte?s leadership team will actively introduce key relationships to help accelerate Sio?s growth.

The Business Combination, which has been unanimously approved by the Boards of Directors of Sio and Pyrophyte, is subject to approval by Pyrophyte's and Sio?s shareholders, obtained the final order of the Alberta Court of King?s Bench, the Pubco Class A Common Shares having been accepted for listing on the New York Stock Exchange or another national securities exchange mutually agreed to in writing by the parties to the Business Combination Agreement, the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended and other customary closing conditions.

BMO Nesbitt Burns Inc. is acting as exclusive Financial Advisor to Sio. UBS Securities LLC is acting as capital markets advisor to Pyrophyte. Integral Wealth Securities Limited acted as Sio?s exclusive financial advisor in procuring and negotiating royalty financing, and, as an advisor to Sio in respect of the business combination agreement. BMO Capital Markets Corp., UBS Securities LLC and Integral Wealth Securities Limited are acting as joint placement agents on the PIPE. DLA Piper (Canada) LLP and DLA Piper (US) are acting as legal advisors to Sio. White & Case LLP is acting as legal advisor to Pyrophyte. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to BMO Capital Markets Corp. and UBS Securities LLC. Morrow Sodali Global LLC acted as Information Agent to Pyrophyte.