Silver Viper Minerals Corp. (TSXV:VIPR) entered into a non-binding letter of intent to acquire Canasil Resources Inc. (TSXV:CLZ) for CAD 6.6 million on November 6, 2022. The LOI provides that the proposed transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to the terms of a definitive arrangement agreement to be negotiated and entered into by Silver Viper and Canasil. Pursuant to the Arrangement, Silver Viper will acquire all of the outstanding Canasil Shares on the basis that shareholders of Canasil will receive one (1) common share of Silver Viper for every four (4) Canasil Shares held. Prior to completion of the Arrangement, Silver Viper will be required to complete a financing for gross proceeds of at least CAD 1 million and Canasil will be required to complete a financing for gross proceeds of at least CAD 0.26 million. At closing of the proposed transaction, Canasil will have the right to nominate one member to the board of directors of Silver Viper. Silver Viper and Canasil expect to negotiate and execute the definitive agreement on or before December 20, 2022. In case of termination, Canasil will pay Silver Viper a CAD 0.5 million termination fee.
The closing of the proposed transaction will be subject to Canasil board approval, Silver Viper's satisfactory completion of due diligence of Canasil; the negotiation of the definitive agreement and other final documentation; Canasil shareholder approval; completion of additional financings by each of Canasil and Silver Viper; and court, corporate and regulatory approvals, including the approval of the TSX Venture Exchange. The board of directors of Canasil has appointed an independent special committee to review, negotiate and recommend for approval (if appropriate) the proposed transaction to the board of directors. As of December 21, 2022, the parties have amended the letter of intent to extend the outside date to enter into a definitive agreement in respect of the proposed transaction from December 20, 2022 until January 31, 2023.