Midex Resources Ltd entered into a non-binding letter of intent to acquire Sayward Capital Corp. (TSXV:SAWC.P) in a reverse merger transaction.
It is anticipated that all of the current directors and officers of Sayward will resign from their respective positions with Sayward in connection with the closing of the transaction. It is anticipated that upon closing of the transaction, the board and management of the Resulting Issuer shall consist of David Jamieson, Glenn Baldwin, John Cullen, Andres Tinajero, Terry Harbort, and Glenn Rochon. Management is expected to include David Jamieson as Director, President and Chief Executive Officer, Doug Harris as Chief Financial Officer, Scott Young as Vice President Corporate Development, Tammy Lehtinen as Vice President Environmental, Social and Governance, John Cullen as Chairman and Glenn Baldwin, Terry Harbort, Glenn Rochon and Andres Tinajero as Directors. Completion of the transaction is subject to a number of conditions, including, but not limited to, receipt of applicable regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, completion of satisfactory due diligence and the execution of a definitive merger, amalgamation, share exchange agreement or other similar form of transaction agreement and related transaction documents to be negotiated between the parties, completion of the HD Private Placement and the requisite approval of the Midex Shareholders of the Amalgamation. The proposed transaction does not require approval of the shareholders of Sayward. The transaction is expected to close not later than September 30, 2023, or such other date as agreed to by the Parties in writing. As of September 28, 2023, Sayward and Midex entered into an amending agreement pursuant to which the closing date of the Proposed Transaction is extended from September 30, 2023 to January 31, 2024.
Bennett Jones LLP is acting as legal counsel to Midex, and Borden Ladner Gervais LLP is acting as legal counsel to Sayward.