Catalyst Metals Limited (ASX:CYL) entered into a definitive agreement to acquire Superior Gold Inc. (TSXV:SGI) for CAD 54.9 million on February 22, 2023. Under the terms of the transaction, common shareholders of Superior will receive 0.3571 of one ordinary share of Catalyst for each Superior common share held. The Exchange Ratio represents the equivalent of CAD 0.44 per Superior Share and a total equity value for Superior of approximately CAD 54 million on a fully-diluted basis. Upon completion of the proposed transaction, existing Catalyst shareholders and former Superior shareholders will own approximately 78% and 22% of the combined company, respectively. As of March 30, 2023, CYL has completed its placement for proceeds of AUD 21.5 million (CAD 19.5 million) and announces a standby loan facility of CAD 5 million with Auramet International Inc. for working capital for the proposed transaction. In case of termination under certain circumstances, Superior to pay Catalyst a termination payment of CAD 2 million.

The transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Superior at special meeting of Superior expected to be held in the second quarter of 2023. As of May 28, 2023, Shareholders meeting is scheduled to be held on June 26,2023. In addition to Superior shareholder approval, the transaction is also subject to the receipt of applicable court approval, dissent rights have not been exercised and not withdrawn with respect to more than 5% of the issued and outstanding common shares, third party approval, Catalyst shareholder approval and the satisfaction of certain other closing conditions, including Catalyst's completion of a financing of at least AUD 20 million (CAD 18.47 million) and up to AUD 50 million (CAD 46.17 million), Superior receiving a fairness opinion as well as other customary closing conditions. A special committee comprised entirely of independent directors of Superior unanimously recommended the transaction to the Board of Directors of Superior. Superior Board has evaluated the agreement with the Company's management and legal and financial advisors and following the receipt and review of a unanimous recommendation from the Special Committee, the Board has unanimously determined that the transaction is in the best interests of the Company and recommends that shareholders of Superior vote in favour of the transaction. Catalyst Metals board of directors has unanimously resolved to support the transaction. Each of the directors and senior officers of Superior have entered into voting and support agreements with Catalyst pursuant to which they have agreed to vote all Superior Shares they own or control in favour of the proposed transaction. Greywolf Capital Management LP, owning approximately 6.33% of the outstanding shares of Superior announced its intention to vote against the proposed acquisition. The transaction has been approved by the shareholders of Superior Gold. Subject to the satisfaction of these conditions, Catalyst and Superior expect that the transaction will be completed in the second quarter of 2023. The transaction is expected to become effective on June 29, 2023, following the Canadian Court approval hearing for which is scheduled for June 28, 2023. Ontario Superior Court of Justice approved the arrangement on June 28, 2023.

Superior's financial advisor is National Bank Financial Inc., its Canadian legal counsel is Bennett Jones LLP, and its Australian counsel is Grondal Bruining Pty Ltd. National Bank Financial Inc. has also been retained to provide a fairness opinion to the Board that the consideration offered under the transaction is fair, from a financial point of view to the shareholders of Superior. Catalyst's financial advisor is Argonaut Securities Pty Ltd, its Canadian legal counsel is Cassels Brock & Blackwell LLP, its Australian legal counsel is Gilbert + Tobin, its tax advisor is PwC (in both Canada and Australia), and Entech is a technical consultant to Catalyst. Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), have both recommended that Superior Gold Inc. shareholders vote for the resolution approving the acquisition of the Superior Gold by Catalyst Metals Limited.

Catalyst Metals Limited (ASX:CYL) completed the acquisition of Superior Gold Inc. (TSXV:SGI) on June 29, 2023.