MegumaGold Corp. entered into a letter agreement to acquire remaining 90.7% stake in Osprey Gold Development Ltd. (TSXV:OS) for CAD 3.3 million.
Osprey will have the right to appoint two members to the Board of Directors of the resulting issuer, with the total number of members of such Board of Directors to be initially set at five, and shall contribute management personnel to the resulting issuer. The transaction is subject to conditions, including due diligence by each party, completion of definitive documentation, approval by Boards of Directors of each party, approval of two thirds of the votes cast by the holders of Osprey's common shares present in person or represented by all at a special meeting (including any minority approval required by Multilateral Instrument 61-101, obtaining all governmental, regulatory, TSX Venture Exchange (TSXV), Canadian Securities Exchange (CSE), Supreme Court of British Columbia and other third-party approvals. The transaction is not subject to MegumaGold shareholders approval. Osprey being reasonably satisfied that Meguma will complete a private placement for minimum aggregate gross proceeds of CAD 1 million. Dissent Rights shall have been exercised in respect of no more than 5% of the issued and outstanding Osprey Shares. The directors of Osprey have fixed July 20, 2020 as the Record Date. The Osprey Board recommends that Osprey Shareholders vote FOR the Arrangement Resolution. As on August 14, 2020, the Osprey Board unanimously recommends that Osprey Shareholders vote for the Arrangement Resolution. As of September 4, 2020, Osprey shareholders approved the transaction. On July 16, 2020, Osprey provided written notice to Meguma electing to extend the Outside Date to September 30, 2020. As per filing on August 10, 2020, the transaction is expected to close in early September 2020. As of September 4, 2020, the transaction is expected to close on or about September 14, 2020.
Richard W. Evans of RwE Growth Partners, Inc. acted as fairness opinion provider for Osprey Special Committee. Lyndsay Schooley of Farris LLP acted as legal advisor for Osprey. TSX Trust Company acted as registrar and transfer agent for the Osprey. Davidson & Company LLP acted as an accountant for Osprey. National Securities Administrators Ltd acted as transfer agent for Meguma. Brian O'Neill of O'Neill Law LLP acted as legal advisor for Meguma. Dale Matheson Carr-Hilton Labonte LLP acted as an accountant for Meguma.