Silver Elephant Mining Corp. (TSX:ELEF) entered into a binding definitive Asset Purchase Agreement to acquire Minago Project from Victory Nickel Inc. (CNSX:NI) for $13.3 million on January 21, 2021. Subject to the terms of the APA, Silver Elephant will acquire the Minago Project for aggregate consideration of $11.7 million which consists of $6.7 million credit, made at closing, against an aggregate of approximately $11.9 million owed by Victory Nickel pursuant to a Secured Debt Facility. Under the APA, Silver Elephant will further credit the remaining balance under the SDF to Victory Nickel's benefit, upon the completion of an independent economic study proving positive net present value being prepared in respect of the Minago Project in the future after closing. The consideration also consists of $5 million in Silver Elephant common shares to be issued over a one-year period. The consideration shares will be issued in three tranches as follows: $2 million worth of consideration shares at closing; a further $2 million worth of consideration shares on or before August 31, 2021, and a further $1 million worth of consideration shares on or before December 30, 2021. Additionally, Silver Elephant will agree to issue to Victory Nickel CAD 2 million ($1.6 million) in Silver Elephant common shares, upon the price of nickel exceeding $10 per pound for 30 consecutive business days, occurring before December 31, 2023. At closing, pursuant to the APA, Silver Elephant will also subscribe for 40 million common shares of Victory Nickel (each, a “VN Share”) at a price per VN Share of $0.025 for consideration of CAD 1 million ($0.79 million). Closing of contemplated transaction is subject to customary closing conditions, including the final approval of the Toronto Stock Exchange and Canada Stock Exchange and is expected by February 9, 2021.
As on January 12, 2022, Silver Elephant announced that it has received final approval of the British Columbia Supreme Court as well as near-unanimous approval of the Arrangement by the shareholders at the special meeting held on December 22, 2021 for the transaction.