Spin - Out Transaction
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Fancamp Acquires Iron Ore Royalty and Provides Corporate Update
Globenewswire· 2026-03-30 11:45
Core Viewpoint - Fancamp Exploration Ltd. has acquired up to 3.0% net smelter returns royalties on certain iron ore properties in the Labrador Trough for a total cash consideration of $1,765,000, which is expected to enhance the company's cash flow and support its strategic reorganization through a spin-out of its core exploration projects into a new subsidiary, Goldera Exploration Ltd. [1][2][3] Acquisition Details - The Royalty Acquisition includes royalties on a notable open pit mineable iron ore deposit located approximately 25 kilometers northwest of Schefferville, Quebec [1] - The acquisition is part of Fancamp's strategy to seek high-growth opportunities while reorganizing its assets [2] Spin-Out Transaction - Fancamp plans to complete the spin-out of Goldera Exploration Ltd. in Q2 of 2026, pending necessary approvals [3] - The spin-out aims to unlock shareholder value by creating two focused, publicly traded companies, allowing shareholders to participate in both growth streams [3] Exploration Projects - Goldera will advance exploration at the McIntyre Brook and Riley Brook mineral properties, which are part of a joint venture with Acadian Gold Corp. [4][7] - McIntyre Brook has shown promising gold mineralization, with a drilling program yielding results of 4 meters at 1.45 g/t Au [6] - Riley Brook has identified significant soil anomalies for gold and other minerals, indicating potential for further exploration [7] Egan Property - Fancamp has an option agreement to earn up to an 80% interest in the Egan Gold mineral property, located strategically between Timmins and Kirkland Lake [10] - The Egan Property has demonstrated high-grade surface results, with grab samples showing up to 105 g/t gold [10] - Goldera plans to conduct a comprehensive exploration program at the Egan Property, including airborne geophysics and drilling anticipated by late Q3 2026 [10] Share Buyback Program - Fancamp has acquired approximately 2.4 million common shares for cancellation under its normal course issuer bid, representing about 1% of its issued and outstanding shares [12] - This buyback reflects the company's belief that its shares are undervalued based on its asset portfolio and future prospects [12]
Latin Metals and Latin Explore Announce Closing of Spin-Out Arrangement
Globenewswire· 2026-02-18 13:20
Core Viewpoint - Latin Metals Inc. has successfully completed the spin-out transaction of its Para Copper Project and Auquis Copper Project into Latin Explore Inc. as of February 18, 2026, under a court-approved plan of arrangement [1][2]. Arrangement Details - Latin Metals shareholders will receive one new common share of Latin Metals and 0.07904222 shares of Latin Explore for each share held prior to the effective time, based on 138,457,650 Latin Metals Shares and 10,944,000 Latin Explore Shares distributed [2]. - The Latin Metals Shares will delist from the TSX Venture Exchange on February 19, 2026, and the New Latin Metals Shares will begin trading on February 20, 2026, under the same ticker symbol "LMS" [3]. Latin Explore Status - Latin Explore is now a reporting issuer in British Columbia and Alberta and has applied for listing on the TSXV with approval pending [4]. Financing and Share Exchange - A non-brokered private placement raised $3,000,000 through the issuance of 30,000,000 subscription receipts, which were converted into Finco Units, each consisting of one common share and one-half of a common share purchase warrant [5]. - The net proceeds from the financing will primarily support Latin Explore's work programs and general working capital [6]. Share Structure - Latin Explore has 43,680,000 shares outstanding, with 25% issued to Latin Metals shareholders, 69% to participants in the Concurrent Financing, and 6% to Latin Metals [7]. - A total of 15,749,000 warrants have been issued in connection with the financing, including Finder's Warrants [7]. Stock Options - Latin Explore has granted 3,100,000 stock options to directors, officers, and consultants, allowing the purchase of shares at $0.10 each for 36 months [8][9]. Technical Report Filing - An amended independent Technical Report for the Para Project has been filed, which is essential for the listing application of Latin Explore on the TSXV [10]. Shareholder Information - Registered shareholders must complete a letter of transmittal to receive their New Latin Metals Shares and Latin Explore Shares [11]. - Non-registered shareholders should contact their intermediaries for assistance in depositing their shares [12]. Company Overview - Latin Metals Inc. operates as a copper, gold, and silver exploration company in Peru and Argentina, focusing on minimizing risk while maximizing discovery potential through option agreements [15]. - Latin Explore Inc. is focused on advancing high-quality copper-gold projects in South America, holding 100% ownership of its copper exploration assets in Peru [16].
Latin Metals Provides Spin-Out Transaction Update and Files Technical Report for Para Project
Globenewswire· 2025-12-18 13:30
Core Viewpoint - Latin Metals Inc. is progressing with a spin-out transaction involving its Para Copper Project and Auquis Copper Project into a wholly owned subsidiary, Latin Explore Inc., which requires shareholder approval at a special meeting scheduled for January 14, 2026 [1][2]. Shareholder Meeting Details - The special meeting of shareholders will take place on January 14, 2026, at 9:30 a.m. in Vancouver, British Columbia, with a record date of December 8, 2025, for determining eligible shareholders [2]. - Shareholders will receive management information circulars and related materials, which are crucial for understanding the Arrangement and their rights [2]. Resolutions to be Approved - Shareholders will vote on multiple resolutions, including the Arrangement Resolution, a share exchange among Latin Explore, Finco, and Finco shareholders, and the implementation of an omnibus share incentive plan for Latin Explore [3][4]. - The Arrangement Resolution requires at least two-thirds approval from voting shareholders, while the other resolutions require a simple majority [4][5]. Board Recommendations - The Board of Directors unanimously recommends that shareholders vote in favor of all proposed resolutions, emphasizing that the completion of the share exchange is a condition for the Arrangement [5]. Financing Details - The non-brokered private placement for subscription receipts has been increased to 30,000,000 receipts, aiming for gross proceeds of $3,000,000 at a price of $0.10 per receipt [9]. - Post-Arrangement, shareholders are expected to hold approximately 25% of Latin Explore shares, with Finco shareholders holding about 69% [9]. Technical Report Filing - An independent technical report for the Para Project has been filed on SEDAR+, prepared in accordance with National Instrument 43-101, which will serve as the Qualifying Property for Latin Explore's listing application [11]. Company Overview - Latin Metals Inc. operates as a copper, gold, and silver exploration company in Peru and Argentina, utilizing a prospect generator model to minimize risk and maximize discovery potential [12].
Additional $1.83M Received by Great Pacific Gold on Australian Asset Sales
Newsfile· 2025-08-11 11:30
Core Update - Great Pacific Gold Corp. has provided an update on its asset divestitures in Victoria, Australia, including the sale of non-core assets to Adelong Gold Limited [1][2] Asset Sales - The company sold the Golden Mountain and Lauriston Projects to Adelong, receiving total cash payments of AUD $850,000 and share issuances totaling AUD $750,000 [2] - Deferred payments include AUD $1,100,000 in Adelong shares, AUD $2.0 million in milestone payments for the Lauriston Project, and a 2% NSR on Lauriston [2] Recent Transactions - A binding assignment agreement was made with an individual investor to sell current Adelong shares and Future Consideration for an immediate payment of AUD $2,058,000 (approximately $1,830,000) [3] - The transaction has been completed, and the company has no further rights or obligations under previous agreements with Adelong [3] Remaining Assets - The company retains 3.6 million shares in Golden Cross Resources Inc., valued at approximately $2,200,000 [4] Walhalla Project Spin-out - The only remaining tenements are the Walhalla Project, covering over 1,400 km², which includes the Pinnacles target, ready for immediate drilling [5] - A 1:1 spin-out of the Walhalla Project to shareholders was announced, with an Arrangement Agreement resulting in AUD $1,500,000 received [6][7] - Progress is being made on the spin-out, including the preparation of a NI43-101 technical report and financial statements [7] Regulatory Approval - The spin-out transaction is subject to approval from the TSX Venture Exchange and conditions outlined in the June 23, 2025 news release [8] Company Overview - Great Pacific Gold focuses on exploration-stage projects in Papua New Guinea, with core projects including the Kesar Project, Tinga Valley Project, Wild Dog Project, and Arau Project [10][12][15]