Concurrent Financing
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1317236 B.C. Ltd. and Canadian Gold Miner Corp. Announce Execution of Definitive Agreement
TMX Newsfile· 2026-02-20 03:45
Core Viewpoint - 1317236 B.C. Ltd. and Canadian Gold Miner Corp. have entered into an amalgamation agreement to form a new entity named South Kirkland Gold Corp., which will operate as a reporting issuer in British Columbia and Alberta [1][2]. Proposed Transaction - The amalgamation will involve 131 continuing its corporate existence in Ontario, followed by the amalgamation with CGM under Ontario's Business Corporations Act [2]. - The completion of the transaction is subject to customary closing conditions, including approvals from the boards and shareholders of both companies, regulatory bodies, and the TSX Venture Exchange [3]. Share Exchange and Consolidation - Upon completion, each CGM Share will be exchanged for one Resulting Issuer Share, and CGM's convertible securities will become exercisable into Resulting Issuer Shares based on the exchange ratio [4]. - 131 is expected to consolidate its shares prior to or concurrently with the closing of the transaction, with the consolidation ratio to be determined [4]. Concurrent Financing - CGM plans to conduct a private placement to raise a minimum of $2.0 million to meet TSXV listing requirements, with proceeds aimed at advancing exploration programs in Northern Ontario [6][7]. Management and Board of Directors - Post-transaction, the current management of 131 will resign, and a new management team will be appointed, including Greg Collins as CEO, Bill Francis as CFO, and Marc Idziszek as VP Exploration, among others [8][9][10][11][12][13]. Company Background - Canadian Gold Miner Corp. controls a significant land position in the Kirkland Lake gold camp and is preparing for a public listing and financing in 2026 [18]. - 1317236 B.C. Ltd. is a reporting issuer in British Columbia and Alberta, incorporated in 2021, with no current public market for its securities [21].
Ongwe Minerals Announces Closing of Reverse Takeover and Concurrent Financing and Expected Date for Commencement of Trading
Globenewswire· 2026-02-10 13:59
Core Viewpoint - Ongwe Minerals Inc. has successfully completed a reverse takeover (RTO) of Lotus Gold Corporation, marking its emergence as a new gold exploration company in Namibia [2][4][6]. Group 1: Reverse Takeover Details - The RTO was finalized on February 9, 2026, with Ongwe acquiring all outstanding shares of Lotus through a court-approved plan of arrangement [2][6]. - Each Lotus shareholder received approximately 0.28 Ongwe Shares for each Lotus Share held, resulting in former shareholders of Great Quest Gold Ltd. and Lotus holding approximately 35.4% and 64.6% of Ongwe Shares, respectively [6]. - A total of 21,310,592 post-Consolidation Ongwe Shares were issued at a deemed price of $0.50 per share [6][7]. Group 2: Trading and Financial Aspects - Trading of Ongwe Shares is currently halted, with expected resumption under the new symbol "OGW" on February 12, 2026, pending final acceptance from the TSXV [3]. - The company completed a concurrent financing of $4.85 million at $0.50 per share, which will support its principal properties, including the Khorixas Gold Project and the Eastern Desert Gold Project [7][12]. - Prior to the RTO, Lotus raised $3 million through a non-brokered private placement, which was exchanged for Ongwe Shares at the Effective Time [9]. Group 3: Leadership and Strategic Direction - Dave Underwood has been appointed as the CEO of Ongwe, emphasizing the company's commitment to gold exploration in Namibia, leveraging the expertise of its technical founders [4]. - The company aims to make significant gold discoveries in Namibia, having already consolidated a strategic land package and identified two major surface gold discoveries [4].