Reverse Takeover
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Robinson Energy Limited and Cobra Venture Corporation Enter into Definitive Agreement for Reverse Take Over Transaction
TMX Newsfile· 2026-03-17 19:43
Core Viewpoint - Cobra Venture Corporation and Robinson Energy Limited have entered into a definitive agreement for a reverse takeover transaction, resulting in a change of control of Cobra and the formation of a new entity named Robinson Energy Limited [1][19]. Company Overview - Cobra is a junior oil and gas company focused on the exploration and development of petroleum and natural gas interests in Canada, incorporated under the laws of British Columbia [2]. - Robinson is a private company established to acquire and develop strategic petroleum licenses in Papua New Guinea, with its first license PRL 62 granted [3]. Transaction Details - The transaction involves the amalgamation of Robinson and a wholly-owned subsidiary of Cobra, with former shareholders of Robinson receiving common shares in Cobra [1]. - Prior to the amalgamation, Cobra will consolidate its shares on a 1-for-10 basis and change its name to Robinson Energy Limited [17]. - Approximately 14,796,885 Resulting Issuer Shares will be issued to former holders of Robinson Shares, representing about 89% of the total shares post-transaction [19]. - The transaction is subject to regulatory and shareholder approvals, with meetings scheduled for May 7, 2026 [21]. Resource Evaluation - An independent report by Sproule ERCE estimates Robinson Energy's gross contingent resources, including approximately 914 billion standard cubic feet (Bscf) of natural gas and 9 million barrels of condensate, with a 73% chance of development [6][7]. - The 2C contingent resource estimate of 1.13 trillion cubic feet (Tcf) of natural gas supports Robinson Energy's long-term development strategy [9]. Development Strategy - Robinson Energy is pursuing a regional gas development strategy aimed at commercializing stranded natural gas resources in Papua New Guinea, focusing on developing discovered gas fields and regional gas infrastructure [11][15]. - The company plans to evaluate an integrated development concept that includes gas gathering infrastructure and pipeline transportation [11]. Management and Board of Directors - The management team of the Resulting Issuer will include experienced professionals from the energy sector, such as J. Cameron Bailey as CEO and Neil Bothwell as CFO, among others [23][24][25][26][27][28]. Financial Aspects - Cobra will apply for a bridge loan of $500,000 at a 7% interest rate, secured by Robinson's assets, to support the transaction [22]. Additional Information - An information circular will be filed to provide further details regarding the transaction and the parties involved [32]. - Trading in Cobra Shares is currently halted and will not resume until the transaction is completed [34].
nDatalyze Corp. enters a Non-Binding Memorandum of Understanding with an Alberta-based mining company.
Thenewswire· 2026-02-18 23:35
Core Viewpoint - nDatalyze Corp. has entered a Non-Binding Memorandum of Understanding with PRISM Diversified Ltd., which is expected to lead to a Definitive Agreement by March 15, 2026, involving a change of business and reverse takeover [1][2]. Group 1: Transaction Details - The transaction will be subject to approval from the Canadian Securities Exchange and shareholders [1]. - PRISM is an Alberta-based mine-to-metals producer focusing on lower-emissions steel production and critical minerals, utilizing Alberta's resources [2]. - The MOU includes a provision for a $50,000 "break fee" for the terminating party, covering all costs incurred prior to termination [2]. - Post-financing, shareholders of nDatalyze as of February 17, 2026, will collectively own 10% of the resulting issuer [2]. Group 2: Financing Information - Between the signing of the Definitive Agreement and August 15, 2026, nDatalyze will conduct a $1,600,000 subscription receipt financing at $0.10 per receipt, exchangeable for common shares [3]. - The financing will be arranged by PRISM and/or its agents, and as of February 18, 2026, it has not yet been arranged [3].
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].
Great Quest (to be Renamed Ongwe Minerals) Announces Conditional Approval of Anticipated Reverse Takeover
Globenewswire· 2026-02-03 21:04
Core Viewpoint - Great Quest Gold Ltd. has received conditional approval from the TSX Venture Exchange for a reverse takeover transaction with Lotus Gold Corporation, which includes a name change and financing to raise gross proceeds of $4,850,000 [1][2]. Group 1: Transaction Details - The reverse takeover will result in Lotus becoming a wholly-owned subsidiary of the resulting issuer, which will be renamed "Ongwe Minerals Inc." and is expected to start trading on the TSXV under the symbol "OGW" [2]. - The transaction includes a consolidation of shares on a basis of one post-consolidation share for every sixteen pre-consolidation shares [7]. - Upon completion, Great Quest will have approximately 11,667,166 Ongwe Shares issued and outstanding, based on the current 186,674,661 GQ Shares [8]. Group 2: Financing Information - The concurrent financing will consist of two non-brokered private placements totaling $4,850,000, with 9,700,000 common shares issued at an effective price of $0.50 per share [3][4]. - The first placement will raise approximately $3,000,000 by issuing 6,000,000 common shares of Lotus, which will be exchanged for Resulting Issuer Shares without a hold period [4]. - The second placement will raise approximately $1,850,000 by issuing 3,700,000 common shares of the Resulting Issuer, which will be subject to a four-month hold period [4][5]. Group 3: Use of Proceeds - Proceeds from the concurrent financing will be allocated to the Khorixas Gold Project in Namibia and the Eastern Desert Gold Project in Egypt [5]. Group 4: Filing and Compliance - The company anticipates completing the transaction within a week after filing its filing statement, which will be available on Great Quest's SEDAR+ profile [6]. - The transaction is subject to fulfilling the conditions of the TSXV's conditional approval, including customary conditions [6][16].
Madoro Consolidates Quebec's Emerging Decelles Lithium Camp with the Proposed Takeover of Australian Privately Owned Narrow River Resources
Thenewswire· 2026-02-02 19:30
Core Viewpoint - Madoro Metals Corp. has signed a letter of intent to acquire all assets of Narrow River Resources Pty Ltd, which is expected to constitute a "Reverse Takeover" of Madoro, focusing on lithium and critical mineral projects in Québec, Canada [1][6]. Group 1: Proposed Transaction Details - The Proposed Transaction involves Madoro acquiring all issued and outstanding shares of NRR's subsidiary, NRR SubCo, in exchange for 95 million common shares of Madoro and a 2% net smelter return royalty on the Property [5][11]. - Upon completion, the combined properties will cover at least 350 exclusive exploration rights over a minimum of 20,000 hectares in a promising lithium belt [3][6]. - The transaction is subject to various conditions, including the negotiation of a Definitive Agreement, satisfactory technical reports, and necessary regulatory approvals [8][9]. Group 2: Strategic Benefits - The merger is expected to enhance Madoro's position in the lithium market, as Québec has become a key area for hard rock lithium exploration with significant discoveries [5][6]. - The combined entity will not only focus on lithium but also explore opportunities for other valuable minerals such as gold [5][6]. - The transaction will transition NRR from a private to a public company, providing easier access for qualified investors [5][6]. Group 3: Financing and Governance - Madoro plans to conduct a concurrent non-brokered private placement to meet the Exchange's listing requirements, with proceeds used for transaction expenses, exploration, and working capital [11][12]. - Changes to the board of directors are anticipated, with a minimum of five members, three appointed by Madoro and two by NRR [13][14]. - The Proposed Transaction may require sponsorship unless an exemption is obtained, and Madoro intends to apply for such an exemption [15][16].
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].