Ranchero Gold Corp. entered into a non-binding letter of intent to acquire Melior Resources Inc. for CAD 4.3 million in a reverse merger transaction.
Upon completion, the Board of Directors of the Resulting Issuer is expected to consist of Travis Miller, Gustavo Mazon, Steven Ristorcelli and William Pincus. Martyn Buttenshaw, a current director and Chief Executive Officer of Melior, will continue to serve as a director of the Resulting Issuer. In addition, Ranbir Sall will replace David Miles as the Chief Financial Officer and Corporate Secretary of the Resulting Issuer. William Pincus is expected to be the President and Chief Executive Officer of the Resulting Issuer, and the other senior officers of the Resulting Issuer will be selected in due course prior to the closing of the acquisition. On closing of the acquisition, all of the existing directors and officers of Melior Resources are expected to resign, with replacement officers appointed as determined by the new directors of the Resulting Issuer. As of July 20, 2021, George Lloyd has resigned from the Board of Directors of the Melior Resources.
The closing of the acquisition is subjected to transfer of the equity interests in Melior Resources' Australian subsidiaries to third parties pursuant to insolvency proceedings under Australian law or otherwise disposed of, all indebtedness held by Pala Investments Limited shall either have been converted in accordance with its terms, assigned to Ranchero or forgiven by Pala such that the Melior Resources has been released from all liabilities associated with any Pala indebtedness, Melior Resources will have no payables (less cash) other than ordinary course trade payables not to exceed an agreed amount and any expenses incurred by the Melior Resources in connection with the acquisition, completion of the private placement, the approval of the TSXV, the resulting issuer meeting the applicable minimum listing requirements of the TSXV, approval of the shareholders of the Melior Resources and Ranchero Gold, the termination of the Melior Resources' existing Mineral Property Option & Joint Venture Agreement with Bear Mountain Gold Mines Ltd., execution of a definitive agreement, completion of mutual due diligence and receipt of any required third party consents. As a condition of the acquisition, Ranchero is currently working to complete a technical report for the mining concessions located in Sahuaripa and Yecora, Sonora, Mexico pursuant to the requirements of National Instrument 43-101 Standards of Disclosure for Mineral Projects. The board of directors of Melior Resources and Ranchero have unanimously approved the transaction. As of August 4, 2021, the concurrent financing was completed in connection with the reverse takeover transaction. As of September 30, 2021, TSX Venture Exchange has conditionally approved the transaction and listing of the resulting company on the TSX. The acquisition is expected to close in late December 2020 or during the first quarter of 2021. As per filing on February 18, 2021, it is currently anticipated that the Transaction will close late March or early April of 2021. As of March 1, 2021, it is currently anticipated that the Proposed Transaction will close during March or April of 2021. Morton Law LLP acted as legal advisor to Melior Resources and Maxis Law Corporation acted as legal advisor to Ranchero. TSX Trust Company acted as transfer agent to Melior Resources.