Optimum Ventures Ltd. (“Optimum” or the “Company”) (TSXV: OPV) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Blackwolf Copper and Gold Ltd. (“Blackwolf”), pursuant to which Blackwolf will acquire all of the issued and outstanding securities of the Company (the “Transaction”) by way of a plan of arrangement or such transaction structure to be determined by the Company and Blackwolf under a definitive transaction agreement.
In connection with the Transaction, each Optimum shareholder will be entitled to receive 0.65 (the “Exchange Ratio”) of a common share of Blackwolf for each share of Optimum held, resulting in existing shareholders of the Company collectively owning approximately 26% of the outstanding share capital of the resulting company upon closing of the Transaction. Additionally, all outstanding stock options of the Company are expected to be cancelled and each outstanding warrant of the Company to purchase Company Shares will be converted into a warrant to purchase Blackwolf Shares in accordance with the Exchange Ratio.
The Transaction is subject to, among other things, completion of due diligence review by both parties, the entering into of a definitive transaction agreement, necessary board and regulatory approvals, and a number of closing conditions, including: Blackwolf changing its name; the Company having minimum working capital of $750,000 (net of costs and expenses of the Company in connection with the Proposed Transaction); reconstitution of the board of directors to consist of six (6) members, of which five will be the existing board of directors of Blackwolf and one will be Andrew Bowering, a nominee of the Company; the Company obtaining the approval of its shareholders; and no more than 5% of the Company’s shareholders exercising their rights of dissent. Each of Optimum’s directors and officers and certain other significant Optimum shareholders, collectively holding in aggregate at least 30% of the outstanding shares of Optimum, are expected to enter into voting support agreements in favour of the proposed transaction.
“We are very pleased to announce the proposed business combination with Blackwolf Copper and Gold,” commented Tyler Ross, CEO of Optimum. “Blackwolf not only has excellent experience working in the region, but has a very similar focus to our Company and its goals. We believe there is real synergy between the project portfolios of both companies. Blackwolf’s management includes industry professionals with a consistent track record of identifying and advancing successful exploration projects and we believe the combination will create significant value for our shareholders.”
