27 Feb 2023
Paycore to sell to US-based i-80
i-80 Gold Corp. finalized an agreement on February 26, 2023, to acquire Paycore Minerals Inc. from Waterton Nevada Splitter entities for CAD 84.9 million. In the deal, Paycore shareholders will get 0.68 i-80 shares per Paycore share. Post-transaction, i-80 shareholders will possess around 90% of the merged company, while ex-Paycore shareholders will have about 10%. The agreement has standard terms, including a CAD 3.3 million termination fee from Paycore under specific conditions.
The deal will proceed as an arrangement under the Business Corporations Act (Ontario), pending multiple approvals. This includes a two-thirds vote from Paycore shareholders and, if needed, a majority vote excluding certain individuals. Around 29% of Paycore shareholders, including Waterton which owns about 25% of Paycore shares, support the deal. Paycore's shareholder meeting in late April 2023 saw the transaction being approved. A final order from the Ontario Superior Court is awaited on May 2, 2023, with the deal set to close on May 9, 2023.
As of April 25, the completion is anticipated in the first week of May 2023. Indeed, the acquisition was successfully finalized on May 5, 2023. Legal counsel for i-80 was Abbas Ali Khan of Bennett Jones LLP, while Paycore was advised by Karen A. Murray of Fogler, Rubinoff LLP and financially by CIBC World Markets Inc. A fairness assessment for Paycore's board was offered by Haywood Securities Inc.