EnviroGold Global Ltd. entered into a business combination agreement to acquire Range Energy Resources Inc. (CNSX : RGO.X) in a reverse merger transaction.
The combination agreement includes a number of conditions, including but not limited to, regulatory approvals including CSE approval, corporate approvals, third-party approvals, approval for listing of shares by CSE, shareholder approvals, including the approval of the shareholders of Range Energy and EnviroGold Global as applicable; the completion of the Range Debt Settlement; the completion of the EnviroGold Financing for gross proceeds of a minimum of $500,000; the completion of the name change; the issuance of common shares in the capital of Range Energy (Range Shares) to holders of common shares in the capital of EnviroGold Global on the basis of a share exchange ratio that results in the current holders of EnviroGold Shares holding 87.5% of the common shares of the resulting issuer and the current holders of Range shares holding 12.5% of the resulting issuer shares, calculated on a basis that is inclusive of the Range shares issued under the Range debt settlement but exclusive of the EnviroGold Shares issued under the EnviroGold Financing; all the conditions for the release of the gross proceeds from the Financing from escrow shall have been satisfied or waived, and other closing conditions customary to transactions of the nature of the transaction. The transaction also requires that all Range shareholders holding 10% or more of the issued and outstanding Range shares, as at the time immediately prior to the effective time, will have entered into customary lock-up agreements, approval from Board of Range and EnviroGold, the EnviroGold employment agreements shall have been entered into, resignations of Range Directors, and Range having no liabilities, other than ordinary course payables, not to exceed CAD 140,000, among others. The transaction is expected to close on June 1, 2021. Grant Duthie of Garfinkle Biderman LLP acted as legal advisor for EnviroGold. Derek Yu of Harris + Harris LLP acted as legal advisor for Range. Manning Elliott LLP provided auditor's report on financials of Range Energy Resources.