Benchmark Metals Inc. entered into a definitive arrangement agreement to acquire Thesis Gold Inc. for CAD 63.5 million.
The Thesis board of directors (the 'Thesis Board') appointed a special committee (the 'Thesis Special Committee') to consider and make a recommendation to the Thesis Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Thesis Special Committee, the Thesis Board unanimously determined that the Arrangement is in the best interests of Thesis and its shareholders and approved the Arrangement Agreement. Accordingly, the Thesis Board recommends that Thesis shareholders, as well as holders of Thesis options and Thesis RSUs (collectively, the 'Thesis Securityholders') vote in favour of the resolution (the 'Arrangement Resolution') to approve the Arrangement. The Benchmark board of directors (the 'Benchmark Board') appointed a special committee (the 'Benchmark Special Committee') to consider and make a recommendation to the Benchmark Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Benchmark Special Committee, the Benchmark Board unanimously determined that the Arrangement is in the best interests of Benchmark and its shareholders and approved the Arrangement Agreement. The Arrangement will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia), requiring: (i) the approval of the Supreme Court of British Columbia, and (ii) the approval of (A) 66?% of the votes cast on the Arrangement Resolution by Thesis shareholders, voting as a single class; (B) 66?% of the votes cast on the Arrangement Resolution by the Thesis Securityholders, voting together as a single class and(C) if required by the TSXV, a simple majority of the votes cast on the Arrangement Resolution by Thesis shareholders, excluding Thesis Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at the Thesis Meeting. Each of the directors and executive officers of Thesis, along with certain key Thesis shareholders, representing an aggregate of approximately 19.4% of the issued and outstanding Thesis Shares, have entered into voting support agreements with Benchmark, pursuant to which they have agreed, among other things, to vote their securities of Thesis in favour of the Arrangement at the Thesis Meeting. The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of Benchmark and Thesis' respective businesses. The Arrangement Agreement also provides for customary deal-protection measures. In addition to shareholder and court approvals, closing of the Transaction is subject to applicable regulatory approvals, including, but not limited to, TSXV approval and the satisfaction of certain other closing conditions customary for transactions of this nature. As on August 9, 2023, the securityholders of Thesis approved the transaction. As on August 21, 2023, Supreme Court of British Columbia has approved the plan of arrangement. Subject to the satisfaction of these conditions, Benchmark and Thesis expect that the Transaction will be completed in the third quarter of 2023.
Cassels Brock & Blackwell LLP is acting as legal advisor to the Benchmark Special Committee and Harper Grey LLP is acting as legal advisor to Benchmark. Raymond James Ltd. is acting as financial advisor and fairness opinion provider to the Benchmark Special Committee. Boughton Law Corporation and Jeffrey Merk and including Alicia McKeag and Jackson Phillips of Aird & Berlis LLP are acting as Canadian legal advisors to Thesis. Clarus Securities Inc. is acting as financial advisor to Thesis. Canaccord Genuity Corp. provided the fairness opinion to the Thesis Special Committee.