Optimum is a Canadian-based mineral exploration company actively seeking opportunities in the resource sector, with all properties and projects located in British Columbia
Optimum Ventures to acquire Blackwolf Copper and Gold. (Credit: omid roshan on Unsplash)
Optimum Ventures Ltd. (“Optimum” or the “Company”) (TSXV: OPV) is pleased to announce that it has entered into an arrangement agreement with Blackwolf Copper and Gold Ltd. (“Blackwolf”) dated as of July 6, 2023 (the “Arrangement Agreement”), pursuant to which Blackwolf has agreed to acquire all of the issued and outstanding common shares of Optimum (collectively, the “Company Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
Tyler Ross, CEO of Optimum, stated, “This is a transformational opportunity for Optimum’s shareholders to join the vision of Blackwolf in becoming a leading mining company in the Golden Triangle. With experienced leadership under Morgan Lekstrom, strategic investment from Frank Giustra, Rob McLeod leading the Geological programs and the addition of Andrew Bowering to the board of the resulting issuer, the combined entity is well situated to unlock the large-scale potential of these complementary projects in the Golden Triangle.”
Pursuant to the terms of the Arrangement, shareholders of Optimum (the “Company Shareholders”) will receive common shares of Blackwolf (“Blackwolf Shares”) on the basis of an exchange ratio of 0.65 (the “Exchange Ratio”) of a common share of Blackwolf for each share of Optimum held, resulting in existing Company Shareholders collectively owning approximately 26% of the outstanding share capital of the resulting company upon closing of the Arrangement and all outstanding stock options of the Company will be cancelled. Each of Optimum’s directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 41% of the outstanding shares of Optimum, have entered into voting support agreements in favour of the proposed transaction. The proposed consideration for the Arrangement values Optimum at approximately C$0.196 per share, representing a premium of approximately 8.97% to Company Shareholders based on the trailing 10-day volume weighted average price of each company as of the close of trading on June 20, 2023 at the time the proposed Arrangement was initially announced.
The Arrangement is subject to a number of closing conditions, including: the Company having minimum working capital of C$675,000 (net of costs and expenses of the Company in connection with the Arrangement); reconstitution of the board of directors of Blackwolf to consist of six (6) members, five (5) of which will be existing members of the board of directors of Blackwolf or chosen by Blackwolf and one of which will be Andrew Bowering, a nominee of the Company; the approval of the Supreme Court of British Columbia (the “Court”); the approval of the TSX Venture Exchange (the “TSXV”) and all other applicable third party and regulatory consents for the Arrangement; the Company obtaining the requisite approval of its shareholders (the “Optimum Shareholders”) and optionholders; no more than 5% of the Company’s shareholders exercising their rights of dissent in connection with the Arrangement, and the satisfaction of certain other closing conditions customary for a transaction of this nature.
The Arrangement Agreement includes customary provisions, including non-solicitation, right to match, and fiduciary out provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Arrangement Agreement provides for a termination fee payable by either party in certain circumstances in the event the Arrangement does not close. The Arrangement is an arm’s length transaction in accordance with the policies of the TSXV.
Source: Company Press Release