preloader icon

Apex Trader Funding (ATF) - News

Treasury Metals and Blackwolf Complete Business Combination and Tranche 1 of the Concurrent Financing

TORONTO, July 03, 2024 (GLOBE NEWSWIRE) -- Treasury Metals Inc. (TSX:TML, OTCQX:TSRMF) ("Treasury"") and Blackwolf Copper and Gold Ltd. (TSXV:BWCG, OTCQB:BWCGF) ("Blackwolf") are pleased to announce the successful completion of the previously-announced transaction pursuant to which, among other things, Treasury acquired all of the issued and outstanding common shares of Blackwolf (the "Blackwolf Shares") pursuant to a court-approved plan of arrangement (the "Arrangement"). Jeremy Wyeth, CEO and Director of the combined company, stated "We are excited for the formation of a new growth-oriented company. I'd like to welcome Morgan to our team, who brings with him significant mine building, operating and capital markets experience. Additionally, I am excited to bring on Frank Giustra as a new strategic investor and his well tested buy/build strategy for creating growth." Morgan Lekstrom, President and Director of the combined company, stated "Completing this transaction will not only accelerate the ability to build Goliath but the new vision of a buy/build strategy. This strategy comes with putting together near-term, buildable assets, that utilize the expert builder team, newly integrated finance and marketing team, to create a platform for strategic growth. Stay tuned as we continue to grow on our path towards becoming a mid-tier gold company." Pursuant to the Arrangement, former Blackwolf shareholders are entitled to receive 0.607 of a Treasury common share (each whole share, a "Treasury Share") in exchange for each Blackwolf Share held. As a result of the Arrangement, Treasury issued an aggregate of 87,623,800 Treasury Shares. Upon closing of the Arrangement, existing Treasury and former Blackwolf shareholders own approximately 68% and 32% of the issued and outstanding Treasury Shares, respectively (not factoring in the closing of Tranche 1 of the Concurrent Financing; see below for more details). The Blackwolf Shares are expected to be delisted from the TSX Venture Exchange ("TSXV") at the close of business on July 4, 2024 and Blackwolf intends to submit an application to cease to be a reporting issuer and to otherwise terminate its public company reporting requirements as soon as possible thereafter. The Treasury Shares are expected to be delisted from the Toronto Stock Exchange as of close of markets on July 4, 2024 and relisted on the TSXV as of market open on July 5, 2024. Concurrent Financing Treasury is pleased to announce the completion of tranche 1 ("Tranche 1") of the previously announced non-brokered private placement ("Concurrent Financing") of flow-through units ("FT Units"). Tranche 1 consisted of 19,136,000 FT Units for aggregate gross proceeds of C$4,401,280. The second tranche of the Concurrent Financing ("Tranche 2") is expected to consist of 8,690,000 FT Units for aggregate gross proceeds of C$1,998,700, to be completed on July 5, 2024. Each FT Unit issued under the Concurrent Financing consists of one Treasury Share that is issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (an "FT Share") and one common share purchase warrant (a "Warrant") of Treasury. Each Warrant is exercisable at a price of $0.35 until July 2, 2027. It is anticipated that one or more insiders of Treasury will participate in Tranche 2. By virtue of their participation, Tranche 2 will constitute a "related party transaction" under applicable securities laws. Treasury expects ...