Business
Atacama Copper Corporation Announces Execution of Business Combination Agreement with TCP1 Corporation
Vancouver, British Columbia--(Newsfile Corp. - December 15, 2023) - Atacama Copper Corporation (T...
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[{"type":"text","content":"Atacama Copper Corporation Announces Execution of Business Combination Agreement with TCP1 CorporationVancouver, British Columbia--(Newsfile Corp. - December 15, 2023) - Atacama Copper Corporation (TSXV: ACOP) (\"Atacama Copper\" or the \"Company\") is pleased to announce that, further to its press release dated October 26, 2023, it has entered into a business combination agreement dated December 15, 2023 (the \"Business Combination Agreement\") with TCP1 Corporation (\"TCP1\") and 1000723052 Ontario Corporation (\"Subco\"), a wholly-owned subsidiary of the Company, pursuant to which the Company will acquire all of the issued and outstanding shares of TCP1 in exchange for common shares of the Company which will result in the reverse takeover of the Company by TCP1 (the \"Proposed Transaction\"). The Company upon completion of the Proposed Transaction (referred to herein as the \"Resulting Issuer\") is expected to continue trading on the TSX Venture Exchange (\"TSXV\") as a tier 1 mining issuer under its current symbol \"ACOP\". Unless stated otherwise, all amounts referred to herein are in Canadian dollars.Terms of the Proposed TransactionUnder the terms of the Business Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and TCP1 will amalgamate, and the resulting amalgamated entity will continue as a wholly-owned subsidiary of the Company. Pursuant to the terms of the Business Combination Agreement, the Company will consolidate its share capital on the basis of one post-consolidation common share for each six (6) pre-consolidation common shares (the \"Consolidation\") and the holders of the issued and outstanding common shares of TCP1 (\"TCP1 Shares\") will receive 64.815 post-Consolidation common shares of Atacama Copper (\"Resulting Issuer Shares\") for each one (1) TCP1 Share held (the \"Exchange Ratio\"). An aggregate of approximately 41.7 million Resulting Issuer Shares will be issued to TCP1 shareholders, which includes shares that will be issued in connection with the exercise of certain TCP1 options. All other remaining options that may be outstanding at the time of completing the Proposed Transaction shall be exchanged in accordance with the Exchange Ratio for similar securities to purchase Resulting Issuer Shares on substant...