Business
Madi Minerals Sign Amalgamation Agreement with Casey Jones Lithium
VANCOUVER, BC / ACCESSWIRE / July 22, 2022 / Madi Minerals Ltd. (the "Company" or "Madi") (CSE:MADI) is pleased to announce that it has entered into an amalgama
About this update from Pegmatite One Lithium And Gold Corp.
[{"type":"text","content":" VANCOUVER, BC / ACCESSWIRE / July 22, 2022 / Madi Minerals Ltd. (the \"Company\" or \"Madi\") (CSE:MADI) is pleased to announce that it has entered into an amalgamation agreement (the \"Amalgamation Agreement\") with Casey Jones Lithium Inc. (\"Casey\") and 1000256194 Ontario Ltd. (\"Subco\"), a wholly owned subsidiary of Madi incorporated solely for the purposes of the transaction, in order to acquire all of the issued and outstanding shares of Casey (the \"Transaction\"). Upon completion of the Transaction, Madi will, through Casey, be the sole beneficial owner of the Morrison River Property, a mineral exploration property located in the western portion of Ontario (the \"Morrison River Property\"). Transaction Summary The Transaction is structured as a three-cornered amalgamation under the Business Corporations Act (Ontario) (\"OBCA\"), pursuant to which Subco will amalgamate with Casey and continue as one corporation under the OBCA (\"Amalco\"), with the result that Amalco will be the wholly-owned subsidiary of Madi. Each holder of common shares in Casey (each a \"Casey Shareholder\"), other than Casey Shareholders exercise Dissent Rights (as defined in the Amalgamation Agreement) will receive their Pro Rata Share (as defined in the Amalgamation Agreement) of shares in the capital of Madi (the \"Madi Shares\"), issued pursuant to the terms and conditions of the Amalgamation Agreement. Following the Transaction, it is expected that Casey Shareholders will own approximately 45.5% of the issued and outstanding shares of Madi. An aggregate total of 12 million Madi Shares will be issued. The Madi Shares will be subject to transfer restrictions and 75% of Casey Shareholders who receive Madi Shares will execute voting support agreements, both restrictions and agreements lasting for a period of 4 months (with respect to 1/3 of the Madi Shares) and 8 months (with respect to another 1/3 of the Madi Shares) commencing from closing. Upon completion of the Transaction, it is expected that the board of directors of Madi will remain in place. Conditions and Timing The Transaction is currently expected to close shortly and is subject to a number of closing conditions set forth in the Amalgamation Agreement, including but not limited to the: (i) satisfactory completion of due diligence investigations by each of Madi and Casey; (ii) approval ...