Business Combination
Search documents
Gold Resource Corporation Announces Business Combination With Goldgroup Mining
Businesswire· 2026-01-26 11:00
Core Viewpoint - Gold Resource Corporation has entered into a definitive arrangement agreement with Goldgroup Mining Inc. for a merger, where Goldgroup will acquire all outstanding shares of Gold Resource Corporation's common stock, valuing the transaction at approximately US$372 million [1][2][4]. Group 1: Transaction Details - Stockholders of Gold Resource Corporation will receive 1.4476 common shares of Goldgroup for each share of Gold Resource Corporation's common stock, adjusted to 0.3619 shares due to a four-for-one share consolidation by Goldgroup [2][3]. - The exchange ratio represents a value of US$2.25 per share of Gold Resource Corporation's common stock, reflecting a 39% premium based on the closing price on January 23, 2026 [2][4]. - The transaction will be executed through a reverse triangular merger, with Gold Resource Corporation becoming a wholly owned subsidiary of Goldgroup [3][4]. Group 2: Expected Benefits - The merger is expected to enhance production capabilities, particularly through the addition of the San Francisco Mine and Cerro Prieto Mine, which will increase gold exposure and cash generation [5][6]. - The combined company will have a diversified asset portfolio, including Gold Resource Corporation's Don David Gold Mine and Goldgroup's producing mines, which is anticipated to create a multi-mine producer [6]. - The transaction is expected to strengthen the financial position of the combined entity, providing increased financial flexibility for growth projects and exploration initiatives [6]. Group 3: Governance and Management - The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second quarter of 2026, pending customary closing conditions [4]. - Upon completion, the board of directors of Goldgroup will include three directors from Goldgroup and two from Gold Resource Corporation, with the latter's executive management team expected to lead the combined company [4].
Goldgroup Announces Business Combination with Gold Resource Corporation to Create a New, Mexican-Focused Precious Metals Producer
TMX Newsfile· 2026-01-26 11:00
Core Viewpoint - Goldgroup Mining Inc. has entered into a definitive arrangement agreement to acquire Gold Resource Corporation, positioning itself as a leading Mexico-focused junior precious metals producer [1][5]. Transaction Details - GRC's stockholders will receive 1.4476 common shares of Goldgroup for each share of GRC's common stock, adjusted to 0.3619 shares due to a four-for-one share consolidation [2]. - The transaction values GRC's common stock at approximately US$372 million, reflecting a 39% premium based on the closing prices on January 23, 2026 [2][3]. Merger Structure - The transaction will occur through a reverse triangular merger, with GRC merging into a wholly owned subsidiary of Goldgroup, resulting in GRC becoming a wholly owned subsidiary of Goldgroup [3]. - GRC stockholders are expected to own approximately 40% of the combined company, while Goldgroup's current shareholders will hold about 60% [3]. Approval and Governance - The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second quarter of 2026, pending customary closing conditions [4]. - The board of directors of the combined company will consist of three directors from Goldgroup and two from GRC [4]. Strategic Benefits - The merger is expected to enhance the asset portfolio, combining GRC's Don David Gold Mine and Back Forty Project with Goldgroup's Cerro Prieto and San Francisco mines, creating a robust portfolio with significant exploration potential [5]. - The combined entity aims to reduce reliance on any single mine, enhancing cash generation through increased production [5]. - The transaction is anticipated to create a leading, diversified mining company focused on Mexico, a region with significant mineral potential [5]. Financial Position - The merger is expected to strengthen the financial position of the combined entity, providing increased flexibility to fund growth projects and exploration initiatives [13]. - The larger scale and enhanced profile are expected to attract a broader institutional investor base, driving long-term value for shareholders [13]. Management and Support - The CEO of Goldgroup emphasized that the acquisition represents a significant step in the company's growth strategy, enhancing scale, diversification, and cash-flow profile [6]. - A special committee of independent directors received a fairness opinion confirming the financial fairness of the transaction for Goldgroup shareholders [7].
Carlyle Commodities Closes $2,855,000 in Tranche 1 of Its Previously Announced Financing in Connection with Proposed Transaction with Silver Pony Resources
TMX Newsfile· 2026-01-24 01:30
Core Viewpoint - Carlyle Commodities Corp. has successfully closed the first tranche of a non-brokered private placement, raising gross proceeds of $2,855,000 to support its business combination with Silver Pony Resources Corp. [1][2] Group 1: Private Placement Details - The private placement involved the issuance of 285,500,000 subscription receipts at a price of $0.01 each, which will convert to units upon satisfaction of certain conditions [1][2] - Each unit consists of one common share and one-half of a common share purchase warrant, with the warrant exercisable at $0.015 for 18 months [2] - The net proceeds will be held in escrow and used for exploration work on the Trout Lake Projects and general working capital, pending the satisfaction of the Escrow Release Condition [3][4] Group 2: Financial Arrangements - Carlyle paid a cash commission of $128,000 to eligible finders and issued 12,800,000 finder's warrants, each exercisable into a unit at $0.01 for 18 months [5] - Each finder's unit consists of one share and one-half of a warrant, with the full warrant exercisable at $0.015 per share for 18 months [5] Group 3: Company Overview - Carlyle is focused on mineral exploration, owning the Quesnel Gold Project and holding an option for the Nicola East Mining Project [8]
GalaxyEdge Acquisition Corp(GLEDU) - Prospectus
2026-01-23 01:07
As filed with the U.S. Securities and Exchange Commission on January 22, 2026 Registration No. 333-290899 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GALAXYEDGE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ...
CompoSecure, a Reporting Segment of GPGI, Inc, Announces CEO Transition
Globenewswire· 2026-01-21 21:00
Core Viewpoint - CompoSecure, Inc. will be rebranded as GPGI, Inc. and has appointed Graham Robinson as the new President and CEO, effective January 22, 2026, to lead the company through its next growth phase [1][5][7]. Group 1: Leadership Transition - Graham Robinson has been appointed as President and CEO of CompoSecure, succeeding Jon Wilk, who served for 10 years [1][5]. - Robinson brings 30 years of experience in technology and industrial sectors, having held leadership roles at companies like Stanley Black & Decker and Honeywell [2][3]. - The transition is not due to any disagreements with the Board regarding financial matters, and the company's financial performance remains in line with expectations [6]. Group 2: Strategic Direction - The appointment of Robinson is seen as a strategic move to support CompoSecure's growth strategy, focusing on operational excellence and M&A [2][5]. - CompoSecure is positioned in a high-growth market for metal payment cards and authentication solutions, with sustained customer demand and investment [3]. - The recent business combination with Husky Technologies is expected to enhance the company's market position, characterized by approximately 70% recurring revenues and strong cash flow generation [7][8]. Group 3: Company Overview - CompoSecure is a leader in metal payment cards and security solutions, providing innovative technology that ensures trust in transactions [9]. - The company aims to deliver exceptional experiences and value for customers, shareholders, and employees through continued innovation and operational excellence [3][9].
Long Table Growth(LTGRU) - Prospectus
2026-01-20 22:09
As filed with the U.S. Securities and Exchange Commission on January 20, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________________________ Long Table Growth Corp. (Exact name of registrant as specified in its charter) _______________________________________ | | | (State or other jurisdiction of incorporation or organization) (Prima ...
SUMA Acquisition Corp(SUMAU) - Prospectus
2026-01-20 22:00
____________________ SUMA Acquisition Corporation (Exact name of registrant as specified in its charter) ____________________ | Cayman Islands | 6770 | 98-1906937 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | As filed with the U.S. Securities and Exchange Commission on January 20, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION W ...
RF Acquisition(RFAMU) - Prospectus(update)
2026-01-20 22:00
As filed with the Securities and Exchange Commission on January 20, 2026 Registration No. 333-290947 RF Acquisition Corp III (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (I.R.S. Employer Identification Number) RF Acquisition Corp ...
HCM IV Acquisition(HACQU) - Prospectus(update)
2026-01-20 21:10
As filed with the Securities and Exchange Commission on January 20, 2026 Registration No. 333-291343 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ HCM IV Acquisition Corp. (Exact name of registrant as specified in its charter) _________________________ Cayman Islands 6770 98-1883478 (State or other jurisdiction of incorporation or organization) (Pr ...
SL BIO Ltd. and Horizon Space Acquisition II Corp. Announce Registration Statement Effectiveness and Extraordinary General Meeting Date to Approve Business Combination
Globenewswire· 2026-01-14 13:30
Core Viewpoint - SL BIO Ltd. is moving towards becoming a publicly traded company through a business combination with Horizon Space Acquisition II Corp., with the SEC declaring the registration statement effective on January 13, 2026 [1][2]. Company Overview - SL BIO Ltd. specializes in developing innovative cellular and gene therapies, focusing on regenerative medicine and cancer treatment. The company aims to utilize immune stem cells and bovine-derived milk exosomes for medical applications [4]. - The proprietary technologies of SL BIO include Armed-T and Gamma Delta T cells, as well as applications of exosomes in skincare and cancer recovery, positioning the company to potentially revolutionize the cell therapy and immuno-oncology sectors [4]. Business Combination Details - The business combination with HSPT is expected to result in the formation of SL Science Holding Limited, which will be listed on Nasdaq under the ticker symbol "SLBT" [2]. - An extraordinary general meeting of HSPT shareholders is scheduled for February 3, 2026, to approve the proposed transactions [2][3]. - The closing of the proposed transactions is contingent upon Nasdaq listing approvals, shareholder approval from HSPT, and the satisfaction of customary closing conditions [3].