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BWR Exploration Inc. and Electro Metals and Mining Inc. Shareholders Approve Amalgamation and Provide Financing Update
Globenewswire· 2025-12-31 17:54
Core Viewpoint - BWR Exploration Inc. and Electro Metals and Mining Inc. have received shareholder approval for a proposed amalgamation involving a Reverse Takeover of BWR by Electro, expected to close around January 31, 2026 [1][7]. BWR Voting Results - A total of 32,800,400 common shares of BWR were represented at the AGM, accounting for approximately 29.68% of the 110,510,461 common shares outstanding [2]. - Shareholders voted 100% in favor of several resolutions, including the amalgamation, appointment of auditors, election of directors, and other corporate actions [3]. Electro Voting Results - Shareholders holding 29,319,119 common shares of Electro attended the AGM, representing about 76% of the 38,530,869 common shares outstanding [4]. - The shareholders also voted in favor of the amalgamation and other corporate actions, including the appointment of auditors and election of directors [4]. Concurrent Financing Update - Electro has closed the first tranches of a Concurrent Financing, issuing 777,689 FT Units for gross proceeds of $202,199 and 635,000 HD Units for gross proceeds of $127,000 [5]. - The financing aims to raise between $1.6 million and $2.25 million through FT Units priced at $0.26 and between $1.6 million and $1.75 million through HD Units priced at $0.20 [6]. Expected Closing of Transaction - The transaction is anticipated to close on or about January 31, 2026, alongside the closing of the Concurrent Financing, with free trading shares to be issued in the new company, Electro Metals Corp [7]. Transaction Terms - Under the transaction terms, BWR will issue one post-consolidation BWR share for each Electro share, implying a share price of $0.021 for each pre-consolidation BWR share [8]. Company Profiles - BWR Exploration Inc. is a Tier 2 junior exploration company with three early-stage exploration properties in Canada, requiring further exploration to meet current reporting standards [10]. - Electro Metals and Mining Inc. is a privately held company focused on the acquisition and exploration of precious and critical metals in Québec, with significant mineralization claims [11].
Buffalo Potash Corporation Announces Completion of Reverse Takeover
TMX Newsfile· 2025-12-30 00:21
Core Viewpoint - Buffalo Potash Corporation has successfully completed a business combination with Buffalo Potash Corp, enhancing its position in the potash industry through innovative solution mining technology [1][3]. Transaction Details - The business combination was executed under a merger agreement dated October 1, 2025, leading to the amalgamation of Buffalo Potash Corporation, Buffalo SK, and AcquisitionCo [3]. - A filing statement was prepared and filed on December 23, 2025, in compliance with TSXV Policy 5.2 [2]. Financing - Buffalo SK completed a brokered private placement of subscription receipts on December 22, 2025, with Ventum Financial Corp as the lead agent [4]. Corporate Changes - The company changed its name to "Buffalo Potash Corporation" effective December 24, 2025, and has received conditional acceptance for listing its common shares on the TSX Venture Exchange [5]. - A new board and management team were appointed following the completion of the transaction, with all existing directors and officers resigning [6][13]. Escrow Agreement - An Escrow Agreement was established, involving the deposit of 10,721,721 common shares, 478,008 performance warrants, and 1,852,170 stock options into escrow, with a structured release schedule [7]. Securities Exchange - Holders of Buffalo SK shares received 75,966,420 common shares of the company at a deemed price of $0.25 per share, along with the exchange of stock options and warrants on similar terms [12]. Company Overview - Buffalo Potash is focused on developing potash resources in Saskatchewan, utilizing its patented Horizontal Line-Drive technology to pursue a modular approach to solution mining [9].
Karolinska Development’s portfolio company SVF Vaccines plans for listing on Nasdaq First North Premier through reverse takeover ahead of accelerated vaccine development
Globenewswire· 2025-12-22 07:17
Core Viewpoint - Karolinska Development AB's portfolio company SVF Vaccines has signed a non-binding letter of intent for a reverse takeover with Novakand Pharma AB, aiming for SVF Vaccines to be listed on Nasdaq First North Premier [1][8]. Group 1: Transaction Details - The reverse takeover is subject to a final agreement and approval at Novakand's extraordinary general meeting, which will result in SVF Vaccines shareholders owning approximately 67% of the new entity, renamed SVF Vaccines Holding AB [3][8]. - The transaction will provide SVF Vaccines access to Novakand's existing cash balance, enhancing its financial position [3]. Group 2: Development Plans - SVF Vaccines plans to conduct a capital raise primarily to finance the development of its lead program, SVF-001, targeting hepatitis B and D [4]. - The next step involves initiating a Phase 1 clinical study to demonstrate the generation of functional human antibodies and T cells against HDV, expected to be completed approximately 24 months post-transaction [4]. Group 3: Research and Validation - Recent preclinical results indicate that SVF-001 has a clear antiviral effect against HDV in a humanized mouse model for up to six weeks post-treatment, suggesting a long-lasting effect [5]. - The company has developed its platform efficiently, partly through grants, while delivering validating research data and a solid future development plan [7].
AIP Realty Trust Announces Amendment to AllTrades Purchase Agreement
Globenewswire· 2025-12-12 22:00
Core Viewpoint - AIP Realty Trust is amending its agreement to acquire AllTrades Industrial Properties, LLC for a total consideration of up to US$78.7 million, with changes in financing structure and terms of payment [2][3][4]. Group 1: Transaction Details - The acquisition involves the purchase of all issued and outstanding membership interests of AllTrades for an aggregate consideration of up to US$78,700,000 [2]. - The payment structure includes cash consideration for AllTrades' indebtedness and transaction expenses, along with the issuance of OP Units at a price of US$0.50 per unit [6]. - The remaining purchase price will be contingent on the number of Building Starts approved by the Board, with a payment structure based on the volume-weighted average price of the Trust's units [6]. Group 2: Approval and Governance - The transaction is subject to customary closing conditions, including approvals from the TSX Venture Exchange and Trust unitholders [4][10]. - Independent trustees have reviewed and approved the transaction, with certain trustees recusing themselves due to potential conflicts of interest [5][8]. - The Trust will seek unitholder approval requiring a two-thirds affirmative vote from disinterested unitholders [10]. Group 3: Company Overview - AIP Realty Trust focuses on light industrial flex facilities catering to small businesses in the U.S., with plans for national expansion [12]. - The Trust holds exclusive rights to finance and purchase properties developed by AllTrades Industrial Properties, Inc. [12].
Royal Helium Ltd. Announces Exit and Closing of CCAA Transaction
Newsfile· 2025-11-28 22:00
Core Viewpoint - Royal Helium Ltd. has successfully exited the CCAA Proceedings through a reverse takeover transaction with Keranic Industrial Gas Inc., marking a significant restructuring and strategic partnership in the helium sector [1][2]. Transaction Summary - The transaction involved a three-cornered amalgamation, resulting in the formation of a new wholly-owned subsidiary of Royal and the removal of the Target Companies from CCAA Proceedings [2]. - Prior to the amalgamation, Royal completed an 8:1 consolidation of its common shares and amended its articles to create two classes of shares: Class A common voting shares and Class B preferred non-voting shares [3]. - All existing debentures, options, and warrants of Royal were terminated as part of the transaction [3]. - The liabilities of the Target Companies were transferred to a residual company, while the assets were acquired by Keranic [4]. Financing Details - Keranic raised funds through a brokered subscription receipt financing of 7,030,000 subscription receipts at $0.50 each and a non-brokered common share offering of 75,901,328 Class A shares at $0.02108 each [6]. - The proceeds from these offerings were utilized to satisfy the purchase price of the transaction [6]. Strategic Investor - An affiliate of AirLife Gases Private Limited invested $2,000,000 in the Subscription Receipt Offering and $930,000 in the Share Offering, acquiring a significant stake of approximately 52.9% in Royal's Class A Shares post-transaction [9]. - The Strategic Investor is a well-established supplier of helium and specialty gases, with a strong presence in high-growth sectors such as healthcare and aerospace [10][12]. - The Strategic Investor has secured rights to nominate directors to Royal's board and has been granted corporate naming rights, subject to approval [13]. Asset Overview - The transaction encompasses Royal's extensive helium land position of approximately 600,000 acres across Saskatchewan and Alberta, with multiple helium discoveries [15]. - The Steveville plant facility, capable of processing 15,000 Mcf/day of raw gas, is expected to restart production within 12 weeks, with full capacity anticipated within 10 months [15]. Trading Update - Royal plans to apply for the listing of its Class A Shares on the TSX Venture Exchange, pending approval [16]. Advisory Information - Research Capital Corporation acted as the financial advisor for the transaction, with legal counsel provided by McDougall Gauley LLP [17].
Arizona Copper and Gold Ltd. and Core Nickel Corp. Announce Closing of Concurrent Financings
Newsfile· 2025-11-26 22:54
Core Points - Arizona Copper and Gold Ltd. and Core Nickel Corp. have successfully closed their concurrent brokered private placements, raising a total of $3,191,450 through the issuance of 2,659,421 Subscription Receipts at a price of $1.20 each [2][3][4] Financing Details - The financing round saw strong participation from insiders, with management and the board of ACG investing over $1 million, totaling more than $4 million in insider investments [3][10] - The Concurrent Offerings included 1,297,168 ACG Subscription Receipts raising $1,556,601 and 1,362,374 Core Nickel Subscription Receipts raising $1,634,849 [4][6] Proposed Transaction - The Concurrent Offerings are part of a proposed business combination where Core Nickel will acquire all outstanding securities of ACG, resulting in a reverse takeover [4][9] - Upon completion of the Proposed Transaction, each Subscription Receipt will convert into one common share of Core Nickel and one purchase warrant, with an exercise price of $1.50 for three years [5][6] Use of Proceeds - The net proceeds from the Concurrent Offerings are intended to fund exploration activities at the Eagle Project and for general corporate purposes [9] Agent Compensation - The agents involved in the Concurrent Offerings will receive a cash fee of $151,623, which is 6% of the gross proceeds, along with 126,352 Broker Warrants [8]
G2M CAP CORP. ANNOUNCES LETTER OF INTENT IN RESPECT OF QUALIFYING TRANSACTION WITH SALESCLOSER AI AND WISHPOND TECHNOLOGIES
Prnewswire· 2025-11-05 11:00
Core Insights - Wishpond Technologies Ltd. is spinning out its SalesCloser business into a separate public company to enhance focused expansion in AI sales and marketing [1][5][6] Transaction Overview - A non-binding letter of intent (LOI) has been signed for G2M Cap Corp. to acquire SalesCloser through a reverse takeover, with Wishpond expected to retain approximately 68% ownership of the new entity [1][2][9] - The transaction is anticipated to close around January 30, 2026, subject to regulatory approvals and the execution of a definitive agreement [2][7] SalesCloser Business Highlights - SalesCloser operates an advanced conversational AI platform that automates sales processes, achieving over $1.7 million in annual recurring revenue (ARR) and over 5x growth in ARR with gross margins near 85% [3][4] - The platform is designed to improve sales efficiency and reduce hiring costs while driving higher conversion rates [3] Strategic Objectives - The spin-out aims to unlock shareholder value and allow both Wishpond and SalesCloser to focus on their respective strengths, with Wishpond planning to reinvest in its core marketing technology platform [5][6] - SalesCloser is expected to become a leader in the conversational AI space for sales, supported by strong demand and rapid product innovations [5][6] Financial Aspects - Wishpond will receive 22,750,000 Resulting Issuer Shares at a deemed price of $0.75 per share, totaling approximately $17 million [9] - SalesCloser plans to undertake a bridge financing of up to $1.5 million through convertible notes, which will convert into shares if the transaction closes [11] - Concurrently, G2M intends to complete a private placement for up to $4 million, with subscription receipts priced at $0.75 each [12][13] Governance and Management - The Resulting Issuer will have a board comprising key executives from both G2M and SalesCloser, including Ali Tajskandar as CEO and Chairman [22][23] - Employment agreements will grant options to acquire 3,800,000 Resulting Issuer Shares to the CEO and COO of SalesCloser [15] Conditions and Approvals - The transaction is subject to various conditions, including the completion of financing, absence of material adverse changes, and shareholder approvals [17][36] - G2M intends to apply for a waiver from the sponsorship requirements of the TSXV [31]
Cobra Venture Corporation Provides Update on Proposed Reverse Takeover with Robinson Energy Limited
Newsfile· 2025-11-03 17:00
Core Points - Cobra Venture Corporation is in negotiations for a reverse takeover with Robinson Energy Limited, aiming to finalize a definitive agreement [1][2] - The resulting issuer from the transaction will continue Robinson's business and intends to maintain its listing as a Tier 2 Oil and Gas Issuer on the TSX Venture Exchange [2] Company Information - Robinson Energy Limited is a privately held company established in Alberta on March 4, 2022, focused on acquiring and developing strategic petroleum licenses in Papua New Guinea [3] - Robinson has secured its first petroleum license, PRL 62 [3] Financial Update - Robinson has completed a private placement financing, raising approximately CAD$4,080,351.50, which will be used for transaction-related expenses, advancing the PRL 62 license, and general working capital [4]
nDatalyze Corp. updates the "Epitome" Predictive Sports Performance Analytics Project and the RTO progress.
Thenewswire· 2025-10-20 16:35
Core Insights - nDatalyze Corp. has successfully completed the genetic swab and questionnaire collection for two of the three teams involved in the Epitome predictive analytics project, with the third team's data collection set to begin before October 31 and expected to conclude by the end of November [1] - The President of nDatalyze Corp., Jim Durward, highlighted exceptional player participation and the collaborative effort to leverage technology for improved performance [1] - The ongoing reverse takeover (RTO) process is experiencing delays due to the complexity of product SKUs and the tracking of items from purchase to sale, with the tax opinion for the controlling shareholder now received and finalization of paperwork underway [1] Company Developments - The RTO target audit is currently in progress, with the extended timeframe attributed to the large number of product SKUs [1] - The Corporation's shares will remain halted until the RTO is either completed or abandoned [1] - Anticipated private placement and presentation to the Canadian Securities Exchange (CSE) are in the works as part of the RTO process [1]
Serra Energy Announces Concurrent Financing with ROV Transaction RTO
Newsfile· 2025-10-14 20:30
Core Viewpoint - Serra Energy Metals Corp. is undergoing a significant internal reorganization and amalgamation with ROV Investment Partners Corp. and a subsidiary, which will lead to a reverse takeover and the establishment of a new entity focused on a digital healthcare platform [2][3]. Group 1: Transaction Details - The amalgamation involves acquiring all issued and outstanding securities of ROV, resulting in a reverse takeover by ROV's shareholders [2]. - The primary business of the resulting entity will be UBERDOC, Inc., which operates a digital platform for direct-pay access to medical professionals [2]. - The private placement aims to raise a minimum of $3,500,000 through the sale of at least 10,000,000 subscription receipts at a price of $0.35 each [3]. Group 2: Financial Structure - Each subscription receipt will convert into one unit of ROV upon meeting certain conditions, with each unit consisting of one common share and half a warrant of the resulting issuer [3]. - The resulting issuer warrants will be exercisable into one common share at an exercise price of $0.50 for two years following issuance [3]. - Current shareholders of the company are expected to own approximately 10.3% of the outstanding shares of the resulting issuer upon closing of the transaction [4]. Group 3: Use of Proceeds - The gross proceeds from the private placement will be held in escrow and are intended to advance business milestones and for working capital purposes following the transaction's completion [5]. Group 4: Compensation and Fees - ROV will pay a cash commission of $245,000 and issue 700,000 broker warrants to the agent involved in the private placement [6]. Group 5: Company Overview - Serra Energy Metals Corp. is publicly traded on the Canadian Securities Exchange and focuses on the acquisition, exploration, and development of green metal projects [7].