Serengeti Resources Inc. (TSXV:SIR) entered into a definitive agreement to acquire Sun Metals Corp. (TSXV:SUNM) for CAD 24.4 million on November 29, 2020. Under the terms of agreement, Serengeti will acquire all of the issued and outstanding shares of Sun Metals on the basis of 0.43 common shares of Serengeti (on a pre-Consolidation basis) for each share of Sun Metals. Warrants and options of Sun Metals will be adjusted or exchanged to become warrants and options, respectively, of Serengeti based on the exchange ratio. Immediately prior to the closing of the transaction, it is anticipated that Serengeti will consolidate its common shares on a two for one basis, subject to the receipt of all necessary approvals. Following the transaction, current Sun Metals shareholders, not including holders of Sun Metals shares issued on conversion of the subscription receipts issued from the Financing, will hold approximately 40% of the combined company. As of February 26, 2021, Sun Metals shareholders, including holders of Sun Metals common shares issued on conversion of the subscription receipts issued from the financing, will hold approximately 49.6% of the combined company. Sun Metals has entered into an agreement with a syndicate of underwriters co-led by PI Financial Corp. and Haywood Securities Inc. in connection with a bought deal private placement financing of an aggregate of 64 million subscription receipts at a price of CAD 0.125 per subscription receipts for gross proceeds of CAD 8 million. In addition, Sun Metals has granted the underwriters an option to purchase up to an additional 9.6 million subscription receipts at the issue price, for additional gross proceeds of up to CAD 1.2 million, exercisable in whole or in part at any time up to 48 hours prior to the closing date of the offering. Serengeti also intends to proceed with a name change to Northwest Copper Corp with the ticker symbol “NWST”. A termination fee of CAD 0.75 million may be payable by either party in the case of certain terminating events.

Sun Metals shall be entitled to nominate three directors, including Mark O'Dea as Executive Chairman, to join a newly constituted six-member board of directors of Serengeti, which shall include three nominees of Serengeti. Mark O'Dea will assume the role of Executive Chairman of Serengeti and the Serengeti Board of Directors will comprise Mark O'Dea, David Moore, Lewis Lawrick, Teodora Dechev, Sean Tetzlaff and Richard Bailes. David Moore will continue as Interim President and Chief Executive Officer until such time as a full time Chief Executive Officer is appointed, and Lauren McDougall will assume the role of Chief Financial Officer and Ian Neill the role of Vice President Exploration.

The transaction is subject to approval from Sun Metals security holders, together with any requisite minority approvals, approval of Serengeti shareholders, completion of the consolidation of Serengeti shares on a two for one basis, amendment of the Serengeti stock option plan, and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature, including completion of the offering in connection with a bought deal private placement financing of an aggregate of 64 million subscription receipts at a price of CAD 0.125 per subscription receipt for gross proceeds of CAD 8 million. The transaction is also subject to a simple majority of the votes cast by Serengeti shareholders. The transaction has been unanimously approved by Board of Directors of both Serengeti and Sun Metals. Both Boards of Directors recommend that their respective shareholders and security holders vote in favor of the transaction. All of the Directors and officers of Sun Metals, holding in aggregate 14.03% of the issued and outstanding common shares of Sun Metals and 15.38% of the outstanding common shares, options and warrants of Sun Metals, have entered into customary voting support agreements agreeing to vote in favor of the transaction. All the Directors and officers and several large shareholders of Serengeti, holding in aggregate 27.32% of the issued and outstanding common shares of Serengeti, have similarly entered into customary voting support agreements agreeing to vote in favor of the transaction. As of December 17, 2020, upsized bought deal financing offering has been completed. On January 22, 2021, Sun Metals has obtained an interim order from the Supreme Court of British Columbia with respect to the proposed plan of arrangement. The special meetings of the securityholders of Sun Metals and Serengeti are scheduled to be held concurrently on February 26, 2021. As of February 26, 2021, securityholders of Sun Metals and Serengeti have approved the transaction. On March 3, 2021, Sun Metals has obtained a final order from the Supreme Court of British Columbia with respect to the proposed plan of arrangement. The closing of the transaction is expected to be on or about March 4, 2021. As of February 26, 2021, the closing of the transaction is expected to be on or about March 5, 2021.

Haywood Securities Inc. acted as financial advisor and has provided a fairness opinion to the Board of Directors of Serengeti. PI Financial Corp. acted as financial advisor and has provided a fairness opinion to the Board of Directors of Sun Metals. Fasken Martineau DuMoulin LLP is acting as legal counsel to Serengeti. Jeff Durno and Chris Norton of Cassels Brock & Blackwell LLP is acting as legal counsel to Sun Metals. Computershare Trust Company of Canada acted as transfer agent of Sun Metals. Odyssey Trust Company acted as transfer agent of Serengeti.

Serengeti Resources Inc. (TSXV:SIR) completed the acquisition of Sun Metals Corp. (TSXV:SUNM) on March 5, 2021. Concurrently, Northwest has received TSX Venture Exchange approval for and completed the change of its name from “Serengeti Resources Inc.” to “NorthWest Copper Corp.”