Reverse Takeover
Search documents
Imperial Ginseng Provides Further Update on Transaction with One Bullion
Globenewswire· 2025-10-09 12:30
Core Viewpoint - Imperial Ginseng Products Ltd. is progressing with a reverse takeover transaction involving One Bullion Limited, which is a gold exploration company based in Ontario, Canada [1][2] Transaction Details - The transaction has received conditional approval from the TSX Venture Exchange (TSXV) and will result in the combined entity being listed as a Tier 2 Mining Issuer [2] - The transaction is structured as a three-cornered amalgamation without court approval, involving a consolidation of shares at a ratio of one new share for every 1.25 old shares [5] - The closing date for the transaction has been extended from September 30, 2025, to November 28, 2025 [4] Financing Aspects - One Bullion plans to conduct a brokered concurrent financing of 13,888,888 to 27,777,777 subscription receipts at a price of $0.36 each, aiming to raise between $5 million and $10 million [8] - The net proceeds from the concurrent financing will be allocated for general working capital purposes [12] Shareholder Structure Post-Transaction - Following the transaction, approximately 179,770,596 common shares of the resulting issuer are expected to be outstanding, with about 88.8% held by former One Bullion shareholders [13] Regulatory and Compliance Information - The TSXV has waived the sponsorship requirements for the transaction [14] - The completion of the transaction is subject to final TSXV acceptance and satisfaction of certain closing conditions [18]
GoviEx-Tombador Transaction Receives Shareholder Approval from Tombador
Newsfile· 2025-10-08 10:00
Core Viewpoint - GoviEx Uranium Inc. has received shareholder approval from Tombador Iron Limited for a reverse takeover, paving the way for the formation of Atomic Eagle Ltd, an ASX-listed uranium developer [1][2]. Group 1: Transaction Details - Tombador shareholders approved all resolutions necessary for the reverse takeover, including the issuance of shares to GoviEx shareholders and the change of name to Atomic Eagle Ltd [2]. - A special meeting for GoviEx Securityholders is scheduled for October 24, 2025, to vote on the Transaction [3]. - The closing of the Transaction is targeted for early November 2025, pending approvals from GoviEx Securityholders and regulatory bodies [4]. Group 2: Company Objectives - GoviEx aims to strengthen its balance sheet and simplify its corporate structure to advance the Muntanga uranium project in Zambia [2][6]. - The company is focused on becoming a significant uranium producer through continued exploration and development of its uranium properties in Africa [6].
GoviEx Uranium Announces Continued Progress on Reverse Takeover of Tombador Iron
Newsfile· 2025-10-06 10:00
Core Viewpoint - GoviEx Uranium Inc. is making significant progress on its reverse takeover of Tombador Iron Limited, which is expected to result in the formation of Atomic Eagle Ltd, a uranium developer listed on the ASX [1][2]. Group 1: Transaction Progress - The reverse takeover transaction was initially announced on August 18, 2025, and has been amended on September 5, 2025, with ongoing advancements towards completion [2]. - Tombador has filed its prospectus with the Australian Securities and Investments Commission (ASIC), and a shareholder meeting is scheduled for October 08, 2025, to vote on the transaction [3]. - GoviEx will hold a special meeting for its shareholders, optionholders, and warrantholders on October 24, 2025, to consider and approve the transaction, which is subject to various approvals and the completion of Tombador's capital raising [4]. Group 2: Company Overview - GoviEx Uranium Inc. is focused on the exploration and development of uranium properties in Africa, with the Muntanga Project in Zambia being a key asset [6]. - The company aims to become a significant uranium producer through continued exploration and development efforts [6].
Sanatana Resources Inc. Announces Closing of Transaction to Acquire Gold Strike One Project (Yukon) and Abitibi Property (Quebec)
Newsfile· 2025-10-01 22:47
Core Viewpoint - Sanatana Resources Inc. has successfully completed the acquisition of the Gold Strike One Project in Yukon and the Abitibi Property in Quebec, enhancing its project portfolio and positioning in the mining sector [1][2]. Acquisition Summary - The acquisition was finalized under a purchase agreement dated July 1, 2025, with LIRECA Resources Inc. and its affiliate, Florin Resources Inc. [3]. - Sanatana issued 24,745,620 common shares and paid $1,800,000 in cash for the Gold Strike One Project, and $200,000 in cash for the Abitibi Property [4]. - The acquisition includes potential bonus payments contingent on the announcement of a resource estimate for the acquired assets [4]. Royalty Agreements - The company entered into royalty agreements that include a 2% net smelter returns royalty for the Gold Strike One Project and a 3% net smelter returns royalty for the Abitibi Property [5]. Related Party Transactions - The acquisition is classified as a related party transaction, and the company obtained minority shareholder approval through written consent from shareholders holding 52.31% of the common shares [8]. Concurrent Financing - In conjunction with the acquisition, Sanatana completed a non-brokered private placement of 7,939,495 units at $0.60 per unit, raising gross proceeds of $4,763,697 [9]. - Each unit consists of one common share and one-half of a share purchase warrant, with warrants exercisable at $0.95 for 36 months [9]. Name Change and Ticker Symbol - The company plans to change its name to "Gold Strike Resources Corp." and its ticker symbol to "GSR," expected to take effect around October 8, 2025 [13]. Management Structure - Following the transaction, the management team remains unchanged, with Peter Miles continuing as CEO [15].
Sanatana Announces TSX-V Conditional Approval of Transaction to Acquire Gold Strike One Project (Yukon) and Abitibi Property (Quebec)
Newsfile· 2025-09-23 22:51
Core Viewpoint - Sanatana Resources Inc. has received conditional approval from the TSX Venture Exchange for the acquisition of the Gold Strike One Project in Yukon and the Abitibi Property in Quebec, marking a significant step in the company's growth strategy [1][2]. Group 1: Proposed Acquisition - The acquisition involves a non-arm's length "Reverse Takeover" as defined by TSX-V Policy 5.2 [1]. - The resulting entity will operate under the name "Gold Strike Resources Corp." with the ticker symbol "GSR" [2]. - The completion of the acquisition is subject to customary closing conditions, including shareholder approvals and final acceptance from TSX-V, with an expected closing date in September 2025 [9]. Group 2: Concurrent Financing - Sanatana has announced a non-brokered private placement of up to 8,800,000 units at a price of $0.60 per unit, aiming for gross proceeds of up to $5,280,000, with a potential over-allotment of 15% [3][4]. - A minimum of $4,300,000 in gross proceeds must be raised through this financing to meet TSX-V listing requirements for the acquisition [4]. Group 3: Regulatory Compliance - The company has filed a TSX-V filing statement dated September 23, 2025, providing detailed information about the acquisition and the target assets [6]. - Sanatana is seeking an exemption from the shareholder meeting requirement to expedite the approval process, which would allow for closing the acquisition on an accelerated basis [7][8].
GoviEx Uranium Submits Environmental and Social Impact Assessment for Muntanga Project
Newsfile· 2025-09-23 10:00
Core Viewpoint - GoviEx Uranium Inc. has submitted the Environmental and Social Impact Assessment (ESIA) for its Muntanga Uranium Project in Zambia, marking a significant step in the project's development and permitting process [1][2][3] Project Development - The ESIA submission follows a draft that received no objections from the Zambia Environmental Management Agency (ZEMA), allowing GoviEx to proceed with the filing [2] - Approval of the ESIA is expected to take up to six months and is crucial for obtaining an Environmental Permit [3] - The ESIA is being reviewed alongside the Resettlement and Compensation Action Plan (RCAP), ensuring integration of environmental and social considerations [3] Financial Metrics - The Muntanga Project is designed as a shallow open-pit, heap leach operation with a projected mine life of 12 years, low operating costs, and strong financial returns [4] - A positive Feasibility Study indicated an after-tax NPV at 8% of USD 243 million and an IRR of 20.8% based on a uranium price of USD 90 per pound U3O8 [4] Corporate Strategy - GoviEx is undergoing a reverse takeover with Tombador Iron Limited, which will lead to a rebranding as Atomic Eagle Ltd and listing on the Australian Securities Exchange (ASX) [3] - This transaction aims to strengthen the company's balance sheet and enhance its capacity to advance the Muntanga Project [3]
GoviEx Uranium's Isabel Vilela shares insights into progress in Niger, Tombador Iron transaction – ICYMI
Proactiveinvestors NA· 2025-09-20 15:33
Group 1: Corporate Developments - GoviEx Uranium has agreed with the Republic of Niger to extend the pause in arbitration over the Madaouela Project license for another six months, allowing continued discussions [3][4]. - The company has made significant progress in the reverse takeover transaction with Tombador Iron, with over 40% of GoviEx security holders committing to support the deal [2][5]. Group 2: Transaction Details - The Tombador transaction is expected to provide access to Australian mining investors and an injection of between A$5 million and A$10 million at a premium to the current share price, enhancing the company's financial position [2][7]. - GoviEx shareholders will retain 75% of the combined company pre-raise, indicating a favorable outcome for existing investors [8]. Group 3: Future Plans - The company plans to close the transaction before the end of the year, pending regulatory approvals, with a shareholder meeting scheduled for later in October [6]. - GoviEx will undergo rebranding to Atomic Eagle, aiming to create a refreshed platform focused on developing the Muntanga Project [9].
GoviEx Uranium Provides Update on Reverse Takeover of Tombador Iron
Newsfile· 2025-09-05 10:00
Core Viewpoint - GoviEx Uranium Inc. is progressing towards a reverse takeover transaction with Tombador Iron Limited, which is expected to create a new entity named "Atomic Eagle Ltd" focused on uranium development [1][2]. Transaction Details - The Arrangement Agreement was announced on August 18, 2025, and aims to simplify corporate structure and strengthen the balance sheet for the new entity [2]. - Upon completion, GoviEx shareholders will own 75% of Atomic Eagle, while Tombador shareholders will hold 25% [3]. - Tombador plans to raise between A$5.0 million and A$10.0 million at a minimum issue price of A$0.28 per share, representing a 28% premium to GoviEx's share price, which will enhance the combined company's cash reserves to between A$19.4 million and A$24.4 million [3]. Shareholder Support and Approvals - Over 40% of GoviEx securityholders have signed binding support agreements for the transaction [4][9]. - Tombador has initiated the formal approval process by filing its Meeting Circular with the Australian Securities Exchange, with a shareholder vote scheduled for October 8, 2025 [4]. - GoviEx's securityholder meeting is set for October 24, 2025, to approve the amended Arrangement Agreement [5]. Future Plans - The company intends to secure an OTC listing for Atomic Eagle alongside its ASX listing, aligning with other ASX-listed uranium peers [6]. - The transaction is expected to close in early November 2025, pending necessary approvals [6].
QNB announces CSE conditional approval
Thenewswire· 2025-09-04 11:00
Core Viewpoint - QNB Metals Inc. has received conditional approval for its Form 2A Listing Statement from the Canadian Securities Exchange, marking a significant step in the reverse takeover by ReSolve Energy Inc. [1] Group 1: Company Developments - The reverse takeover involves a $2.5 million concurrent equity financing, which is nearing completion and is a condition for the restart of trading [1] - The Canadian Securities Exchange has approved the fundamental change for QNB Metals Inc., which will be renamed ReSolve Energy Inc. upon completion of the transaction [1][2] Group 2: Business Focus - QNB Metals is engaged in the exploration of natural or white hydrogen in Ontario and Quebec, utilizing advanced detection technology on promising claims [3] - ReSolve is focused on developing and commercializing advanced biofuel and renewable energy technologies, including a proprietary acid hydrolysis platform for converting residual biomass into renewable energy products [4] Group 3: Assets and Projects - QNB Metals holds the Kingsville Salt Reservoir Project in Nova Scotia [3] - ReSolve owns a patent-pending intellectual property portfolio related to hydrogen detection and extraction methods, along with 119 mineral exploration claims covering 6,613 hectares in Québec [4]
Keranic Industrial Gas Announces $3.6 Million in Strategic Investments, Led by a Multi-National Helium Supplier, and Enters into Definitive Amalgamation Agreement for the Reverse Takeover of Royal Helium Ltd.
Newsfile· 2025-08-21 17:37
Group 1: Strategic Investments and Offerings - Keranic Industrial Gas has announced a private placement of subscription receipts at a price of $0.50 per receipt, aiming for up to $3,500,000 in gross proceeds, with a strategic investor contributing $2,000,000 [1][4] - A subsequent private placement is planned for $1,600,000, led by the strategic investor, bringing total gross proceeds to $5,100,000 [1][6] Group 2: Amalgamation Agreement and Transaction Details - Keranic has entered into a definitive amalgamation agreement with Royal Helium Ltd. and its subsidiaries for a business combination, pending court approval [2][24] - The transaction involves Royal Helium's four core areas with significant helium discoveries across approximately 600,000 acres in Saskatchewan and Alberta, including the Steveville plant capable of processing 15,000 Mcf/day of raw gas [3][25] Group 3: Strategic Investor Profile - The strategic investor is a multi-national supplier of helium and specialty gases, serving high-growth sectors such as healthcare and aerospace, with a strong distribution network and long-term partnerships with helium producers [8][9] - Following the transaction, the strategic investor is expected to own 32.9% of the resulting issuer and will have the right to nominate directors and secure corporate naming rights [10][11] Group 4: Core Areas and Production Plans - The Steveville facility has been operational since December 2023, delivering high-purity helium to the aerospace and defense sectors, with plans to restart production within 12-15 weeks post-transaction [12][13] - The 40 Mile project has shown exceptional helium flow rates during testing, with multiple drilling targets identified [15][17] Group 5: Financial and Operational Plans - The net proceeds from the offering will be used to fund the transaction and recommission the Steveville facility [19] - The transaction will be funded through a combination of a secured term loan and equity offering, with completion subject to court approval and other customary conditions [27]