Parties
Company
Blackwolf Copper and Gold Ltd.
Company
Optimum Ventures Ltd.
On July 7, 2023, Blackwolf Copper and Gold Ltd. ("Blackwolf") announced the definitive arrangement agreement to acquire all issued and outstanding common shares of Optimum Ventures Ltd. ("Optimum"). The transaction, approved by both companies' boards, involved Blackwolf offering 0.65 of its share for each Optimum share held. This acquisition aimed to consolidate precious and base metals projects in the Golden Triangle, with Blackwolf's CEO, Morgan Lekstrom, emphasizing the combined entity's exploration and development potential. The agreement stipulated that Optimum stock options would be canceled without payment and included non-solicitation, right to match, and fiduciary out provisions.
The completion of the transaction was contingent on various approvals, including a 66?% vote from Optimum securityholders and shareholders, and meeting certain conditions such as Optimum's minimum working capital of $675,000. It was expected to finalize by early September 2023.
DuMoulin Black LLP and Fiore Management and Advisory Corp. advised Blackwolf, with the latter receiving a 2% advisory fee payable in shares. Boughton Law Corporation and RwE Growth Partners, Inc. served as legal counsel and provided a fairness opinion to Optimum, respectively. The transaction's success was also supported by voting agreements from Optimum's directors, officers, and major shareholders.
Deal Type
Merger & AcquisitionIndustry
MiningTransaction
Undisclosed/ConfidentialDeal Status
ClosedClosing Date
12 September 2023