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Palladium One and MetalCorp Enter into Definitive Agreement for a Business Combination
Toronto, Ontario--(Newsfile Corp. - March 6, 2023) - Palladium One Mining Inc. (TSXV: PDM) (F...
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[{"type":"text","content":"Palladium One and MetalCorp Enter into Definitive Agreement for a Business CombinationToronto, Ontario--(Newsfile Corp. - March 6, 2023) - Palladium One Mining Inc. (TSXV: PDM) (FSE: 7N11) (OTCQB: NKORF) (\"Palladium One\" or \"PDM\") and MetalCorp Limited (TSXV: MTC) (\"MetalCorp\" or \"MTC\") are pleased to announce a definitive agreement (the \"Arrangement Agreement\") for a business combination to be completed under a plan of arrangement. Palladium One has agreed pursuant to the Arrangement Agreement to acquire all of the issued and outstanding shares of MetalCorp by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) (the \"Transaction\"). Pursuant to the Transaction, MetalCorp shareholders (\"MTC Shareholders\") will receive, in exchange for each common share in the capital of MetalCorp (a \"MTC Share\") held, 0.30 (the \"Exchange Ratio\") of a common share in the capital of Palladium One (each whole share, a \"PDM Share\"). The Exchange Ratio implies a purchase price of C$0.026 per MTC Share, or gross consideration of C$3.3 million. The number of PDM shares to be issued on completion of the Transaction is approximately 38,703,051. Existing shareholders of PDM will hold approximately 88% of PDM immediately following completion of the Transaction, and the former MTC Shareholders will hold approximately 12% immediately following completion of the Transaction. \"This transaction advances our strategy of creating value by responsibly, establishing a partnership with a senior producer and growing a portfolio of critical mineral assets in Canada in support of North American critical mineral supply chains, and it also increases liquidity,\" commented Derrick Weyrauch, Chief Executive Officer of PDM.\"We are pleased to be combining MetalCorp's business with Palladium One,\" commented Donald Sheldon, Chief Executive Officer of MTC. \"Like MetalCorp, Palladium One has an excellent suite of properties including gold, PGEs, copper - nickel and a strong cash position. Based on the TSXV closing prices of each company on the day the agreement was signed, this transaction reflects a 28% premium for MetalCorp shareholders.\" Transaction Highlights:PDM will maintain the earn-in agreement in favour of Barrick Gold Inc. (\"Barrick\"), on MetalCorp's Hemlo East Project adjacent to Barrick's producing Hemlo Gold...