Business
Copaur Minerals and New Placer Dome Gold Sign Definitive Agreement for Business Combination
Vancouver, British Columbia--(Newsfile Corp. - March 8, 2022) - Copaur Minerals Inc. (TSXV: CP...
About this update from Copaur Minerals Inc.
[{"type":"text","content":"Copaur Minerals and New Placer Dome Gold Sign Definitive Agreement for Business CombinationVancouver, British Columbia--(Newsfile Corp. - March 8, 2022) - Copaur Minerals Inc. (TSXV: CPAU) (\"Copaur\") and New Placer Dome Gold Corp. (TSXV: NGLD) (\"New Placer Dome\") are pleased to announce that they have entered into an arrangement agreement dated March 7, 2022 (the \"Agreement\") in respect of their previously announced business combination (for background to the Agreement, see the joint news release issued on December 3, 2021). Under the terms of the Agreement, Copaur has agreed to issue to New Placer Dome shareholders 0.1182 common shares for every one (1) outstanding common share of New Placer Dome (the \"Exchange Ratio\") held, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the \"Arrangement\"). All outstanding stock options of New Placer Dome will be exchanged for options of Copaur and all warrants of New Placer Dome will become exercisable to acquire common shares of Copaur, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. This is expected to result in Copaur issuing up to 20,759,159 new common shares and 101,662 stock options and reserving an additional 14,843,774 new common shares for issuance in connection with the exercise of the New Placer Dome warrants, for a combined total of up to 48,762,291 Copaur common shares outstanding and up to 23,366,152 of Copaur common shares reserved for issuance following completion of the Arrangement. The Agreement contains customary provisions including non-solicitation, \"fiduciary out\" and \"right to match\" provisions. The Agreement provides for payment of termination fees of $350,000 to Copaur by New Placer Dome upon the occurrence of certain termination events.Completion of the Arrangement is subject to certain conditions including (i) the approval of the Supreme Court of British Columbia, (ii) the approval of the Arrangement by not less than two-thirds (66⅔%) of the votes cast by the New Placer Dome shareholders, and (iii) a simple majority of the votes cast by the minority New Placer Dome shareholders (excluding shareholders whose votes are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions) and (iv) approval by a...