This Transaction will create a Québec-focused vital minerals explorer and developer with high-grade copper and lithium assets. The merger of equals will deliver collectively confirmed members of administration with sturdy capital markets expertise, venture growth, mine constructing and operational experience and a confirmed observe file of mineral discoveries.
Pursuant to the phrases of the Settlement, holders of Doré Copper Shares will obtain 1.8297 atypical shares of Cygnus (” Cygnus Shares “) in alternate for every Doré Copper Share (the ” Change Ratio “) held instantly previous to the efficient time of the Transaction (the ” Efficient Time “). The Change Ratio is predicated on an approximate 5-day volume-weighted common value of Doré Copper Shares on the TSX Enterprise Change (” TSXV “) and Cygnus Shares on the Australian Inventory Change (” ASX “) as at October 11, 2024. This represents an implied worth of C$0.141 per Doré Copper Share 1 and an implied fairness worth for Doré Copper of C$24 million 2 . As of the date of the Settlement, current shareholders of Doré Copper (” Doré Copper Shareholders “) and shareholders of Cygnus will personal roughly 45% and 55%, respectively, of the excellent Cygnus Shares following completion of the Transaction (earlier than making an allowance for the Cygnus Fairness Increase (as outlined under)). In reference to the Transaction, Cygnus intends to finish an fairness elevate of Cygnus Shares for combination gross proceeds of as much as a most of A$11 million (with a minimal of A$5 million) (the ” Cygnus Fairness Increase “). The online proceeds of the Cygnus Fairness Increase are anticipated for use for, amongst different issues, advancing the Chibougamau venture (assuming the Transaction is accomplished) and Cygnus’ James Bay lithium tasks. Pursuant to the Settlement, Cygnus has covenanted to make use of commercially affordable finest efforts to finish the Cygnus Fairness Increase.
Transaction Strategic Rationale
- Diversified Pipeline and Geographical Synergies: The addition of Cygnus’ high quality lithium tasks in James Bay, Québec, together with Pontax, Auclair and Sakami, to Doré Copper’s high-grade copper property, expands the asset portfolio of the mixed firm and offers a possibility to leverage potential geographical synergy between the lithium properties and Doré Copper’s processing facility close to Chibougamau.
- Robust Mixed Administration: The mixed firm is anticipated to profit from the distinctive mixture of Cygnus’ and Doré Copper’s administration groups offering for sturdy capital markets expertise and confirmed exploration success, venture growth and operational experience.
- Capital Markets Presence and Monetary Power: As Cygnus intends to use for and acquire the itemizing of the Cygnus Shares on the TSXV as a situation to closing, the Transaction represents a possibility to raise the worldwide profile and capital markets presence of the mixed firm with a twin ASX and TSXV itemizing.
- Supported Transaction: The Transaction is supported by Doré Copper’s largest shareholders and key strategic buyers, Ocean Companions Holdings Restricted (” Ocean Companions “) and Equinox Companions Funding Administration, LLC (” Equinox Companions “), in addition to its administrators and officers, who’ve entered into voting help agreements.
Doré Copper President and Chief Government Officer, Ernest Mast, commented: ” The Doré Copper staff is wanting ahead to working with the Cygnus staff to create a vital metals firm and to maximise the worth of our high quality property in Chibougamau. This merger will present the funding, further experience and the technique to generate superior shareholder returns via brownfields exploration and to implement a worthwhile hub-and-spoke operation within the Chibougamau mining camp. ”
Cygnus Government Chairman, David Southam, acknowledged: ” This merger is an distinctive alternative to create worth for each teams of shareholders. By combining the confirmed exploration and administration expertise of the Cygnus staff with the high-grade copper assets and immense upside potential on the Chibougamau properties, now we have the potential to unlock substantial worth. We intend to plot and implement an aggressive exploration program, using extremely skilled geologists and the newest know-how, with the intention of driving sturdy useful resource development at a time when the world desperately desires extra copper from tier-one places.
With the ability to mix our talent units with a Québec-based staff who has expertise in constructing giant useful resource tasks with help from the native communities additionally offers us with these native connections and expertise to help in advancing our lithium tasks in a greater macro atmosphere.”
Advantages to Doré Copper Shareholders
- Enhanced Liquidity: The elevated dimension of the mixed firm and anticipated twin itemizing (ASX and TSXV) of the Cygnus Shares is anticipated to offer for better liquidity and entry to further capital markets for shareholders of the mixed firm.
- Diversification of Asset Base: Doré Copper Shareholders will achieve publicity to Cygnus’ high quality lithium tasks in James Bay, Québec, together with the Pontax venture, with its JORC Mineral Useful resource Estimate, whereas retaining participation in any future upsize from the Chibougamau high-grade copper property and Doré Copper’s exploration portfolio.
- Pathway for Accelerated Exploration to Improve Hub-and Spoke Operation Mannequin: It’s anticipated that the mixed firm will systematically discover the Chibougamau mining camp utilizing trendy exploration strategies and geophysics with the target of rising the useful resource stock.
- Leveraging Cygnus Workforce Confirmed Observe Document of Success in Each Exploration, Growth and Manufacturing Firms: The Cygnus staff has been concerned in sure transactions which returned vital shareholder worth over time comparable to Bellevue Gold, Mincor Assets, Firefly Metals Restricted, Andean Silver Restricted, Ramelius Assets and Kidman Assets.
Abstract of Transaction Phrases
Pursuant to the phrases and situations of the Settlement, Doré Copper Shareholders will obtain 1.8297 totally paid Cygnus Shares for every Doré Copper Share held instantly previous to the Efficient Time, implying a consideration of C$0.141 per Doré Copper Share. As well as, (i) all excellent inventory choices of Doré Copper instantly previous to the Efficient Time shall be exchanged for alternative choices of Cygnus and exercisable to accumulate such variety of Cygnus Shares at such train value in accordance with the Change Ratio, (ii) all excellent deferred share models of Doré Copper instantly previous to the Efficient Time (whether or not vested or unvested) might be deemed to have been unconditionally vested and instantly redeemed and cancelled in consideration for Doré Copper Shares previous to the alternate for Cygnus Shares; and (iii) all excellent warrants of Doré Copper might be adjusted in accordance with their phrases and develop into exercisable, primarily based on the Change Ratio, to buy Cygnus Shares on considerably the identical phrases and situations.
The Transaction might be effected by the use of a court-approved plan of association below the Canada Enterprise Firms Act and would require the approval of (a) at the very least 66 2/3% of the votes solid by Doré Copper Shareholders, and (b) if mandatory, a easy majority of the votes solid by Doré Copper Shareholders, excluding sure associated events as prescribed by Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions, in every case, voting in individual or represented by proxy at a particular assembly of Doré Copper Shareholders to contemplate the Transaction (the ” Doré Assembly “). The Doré Assembly is anticipated to be held in December 2024.
Doré Copper’s main shareholders, Equinox Companions and Ocean Companions and every director and officer of Doré Copper, representing, within the combination, roughly 61.34% of the issued and excellent Doré Copper Shares, have entered into voting help agreements with Cygnus, pursuant to which every of them has agreed to, amongst different issues, vote in favour of the Transaction on the Doré Assembly.
The Settlement contains customary representations and warranties for a transaction of this nature in addition to customary interim interval covenants relating to the operation of Cygnus’ and Doré Copper’s companies. The Settlement additionally offers for customary deal safety provisions together with fiduciary-out provisions, non-solicitation covenants and a proper to match any superior proposal as outlined by the Settlement in addition to a termination payment payable to Cygnus in sure circumstances.
Completion of the Transaction is topic to customary situations, together with, amongst others, court docket approval, regulatory approval and Doré Copper Shareholder approval. Along with customary closing situations, the Transaction can also be topic to the receipt of conditional approval of the TSXV for the itemizing of the Cygnus Shares.
Topic to the satisfaction (or waiver) of all situations to closing set out within the Settlement, it’s anticipated that the Transaction might be accomplished in December 2024. Upon closing of the Transaction, it’s anticipated the Doré Copper Shares might be delisted from the TSXV.
Additional data relating to the Transaction might be included in a administration data round (the ” Round “) to be delivered to Doré Copper Shareholders in reference to the Doré Assembly. Copies of the Round, the Settlement, the voting help agreements and sure associated paperwork might be filed with the relevant Canadian securities regulators and might be accessible on SEDAR+ at www.sedarplus.ca .
Board of Administrators and Administration
Upon closing of the Transaction, it’s presently anticipated that the board of the mixed firm might be comprised of three (3) administrators from every of Cygnus and Doré Copper. As well as, it’s anticipated that David Southam, present Government Chair of Cygnus, will stay as Government Chair of the mixed firm and Ernest Mast, present President and Chief Government Officer of Doré Copper, would be the President and Managing Director of the mixed firm. The rest of the board of the mixed firm might be comprised of two (2) non-executive administrators from every firm: Kevin Tomlinson (Canada primarily based) and Raymond Shorrocks (Australia primarily based) from Cygnus, and Mario Stifano, present Government Chairman of Doré Copper, and Brent Omland from Doré Copper.
Particular Committee and Board Suggestions and Equity Opinion
The board of administrators of Doré Copper (the ” Board “), having acquired a unanimous suggestion from a particular committee comprised solely of impartial administrators of Doré Copper (the ” Particular Committee “) and after receiving exterior authorized and monetary recommendation, unanimously decided that the Transaction is in the very best pursuits of Doré Copper and is truthful to the Doré Copper Shareholders and unanimously recommends that Doré Copper Shareholders vote in favour of the Transaction. In making their respective determinations, the Board and the Particular Committee thought-about, amongst different components, the oral equity opinion of Paradigm Capital Inc. (” Paradigm Capital “) to the impact that as of the date hereof, topic to the assumptions, limitations and {qualifications} contained in its opinion, the consideration to be acquired by Doré Copper Shareholders pursuant to the Transaction is truthful, from a monetary perspective to the Doré Copper Shareholders. A replica of the equity opinion of Paradigm Capital might be included within the Round.
Advisors and Counsel
Doré Copper has engaged Paradigm Capital, who has supplied a equity opinion in respect of the Transaction, Bennett Jones LLP as Canadian authorized advisor and Thomson Geer as Australian authorized advisor in relation to the Transaction.
Cygnus has engaged Canaccord Genuity Corp. as monetary advisor, Hamilton Locke as Australian authorized advisor and Osler, Hoskin & Harcourt LLP as Canadian authorized advisor in relation to the Transaction.
Canaccord Genuity and Euroz Hartleys are appearing as joint lead managers to the Cygnus Fairness Increase.
Certified Individuals
All scientific and technical knowledge contained on this information launch has been reviewed and authorized by Ernest Mast, P.Eng, President and CEO of Doré Copper, and Jean Tanguay, P.Geo., Common Supervisor of Doré Copper, Certified Individuals throughout the which means of Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks .
About Doré Copper Mining Corp.
Doré Copper Mining Corp. goals to be the subsequent copper producer in Québec with an preliminary manufacturing goal of +50 million kilos of copper equal yearly by implementing a hub-and-spoke operation mannequin with a number of high-grade copper-gold property feeding its centralized Copper Rand mill 3 . Doré Copper has delivered its PEA in Could 2022 and is continuing with a feasibility examine. Doré Copper has consolidated a big land bundle within the prolific Lac Doré/Chibougamau and Joe Mann mining camps that has traditionally produced 1.6 billion kilos of copper and 4.4 million ounces of gold. 4 The land bundle contains 13 former producing mines, deposits and useful resource goal areas inside a 60-kilometer radius of Doré Copper’s Copper Rand Mill.
About Cygnus Metals
Cygnus Metals Restricted (ASX: CY5) is an rising exploration firm targeted on advancing the Pontax Lithium Venture (incomes as much as 70%), the Auclair Lithium Venture and the Sakami Lithium Venture on the earth class James Bay lithium district in Québec, Canada. As well as, Cygnus has REE and base steel tasks at Bencubbin and Snake Rock in Western Australia. The Cygnus Board of Administrators and Technical Administration staff have a confirmed observe file of considerable exploration success and creating wealth for shareholders and all stakeholders lately. Cygnus’ tenements vary from early-stage exploration areas via to superior drill-ready targets.
For additional details about Doré Copper, please contact:
Go to: www.dorecopper.com
Fb: Doré Copper Mining
LinkedIn: Doré Copper Mining Corp.
Twitter: @DoreCopper
Instagram: @DoreCopperMining
Cautionary Observe Concerning Ahead-Wanting Statements
This information launch contains sure “forward-looking statements” below relevant Canadian securities laws. Ahead-looking statements embrace predictions, projections and forecasts and are sometimes, however not all the time, recognized by way of phrases comparable to “search”, “anticipate”, “imagine”, “plan”, “estimate”, “forecast”, “count on”, “potential”, “venture”, “goal”, “schedule”, “finances” and “intend” and statements that an occasion or consequence “could”, “will”, “ought to”, “may” or “would possibly” happen or be achieved and different related expressions and contains the negatives thereof. All statements apart from statements of historic truth included on this information launch, together with, with out limitation, statements with respect to the proposed Transaction and the phrases thereof, the proposed advantages to be derived from the Transaction, together with, however not restricted to, the objectives, methods, alternatives, applied sciences used, venture timelines and funding necessities, affect of mixed administration experience and potential shareholding, the anticipated date of the Doré Assembly, the anticipated submitting of supplies on SEDAR+, the completion of the Transaction, together with, receipt of all mandatory court docket, shareholder and regulatory approvals and timing thereof, the proposed Cygnus Fairness Increase and the phrases thereof, the proposed use of proceeds of the Cygnus Fairness Increase, the expectation that the Doré Copper Shares might be delisted from the TSXV, the expectation that the Cygnus Shares might be dual-listed on the ASX and TSXV, and the plans, operations and prospects of Doré Copper and its properties are forward-looking statements. Ahead-looking statements are essentially primarily based upon numerous estimates and assumptions that, whereas thought-about affordable, are topic to identified and unknown dangers, uncertainties and different components which can trigger precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking statements. Such components embrace, however are usually not restricted to, the flexibility to acquire approvals in respect of the Transaction and to consummate the Transaction, the flexibility to acquire approvals for the itemizing of the Cygnus Shares on the TSXV, the flexibility to finish the Cygnus Fairness Increase and the timing thereof, integration dangers, precise outcomes of present and future exploration actions, advantage of sure know-how utilization, the flexibility of prior successes and observe file to find out future outcomes, modifications in venture parameters and/or financial assessments, availability of capital and financing on acceptable phrases, normal financial, market or enterprise situations, future costs of metals, uninsured dangers, dangers referring to estimated prices, regulatory modifications, delays or incapability to obtain required regulatory approvals, well being emergencies, pandemics and different exploration or different dangers detailed herein and every so often within the filings made by Doré Copper with securities regulators. Though Doré Copper has tried to determine vital components that might trigger precise actions, occasions or outcomes to vary from these described in forward-looking statements, there could also be different components that trigger such actions, occasions or outcomes to vary materially from these anticipated. There might be no assurance that such statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on forward-looking statements. Doré Copper disclaims any intention or obligation to replace or revise any forward-looking statements, whether or not because of new data, future occasions or in any other case, besides as required by legislation.
Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.
1 Primarily based on the Change Ratio multiplied by the closing value of Cygnus Shares on the ASX of A$ 0.083 on October 11, 2024, and transformed to C$0.077 utilizing AUD/CAD alternate price of 0.9277.
2 Primarily based on the implied worth of the Doré Copper Shares multiplied by Doré Copper’s 169,258,863 undiluted shares.
3 Technical report titled “Preliminary Financial Evaluation for the Chibougamau Hub-and-Spoke Advanced, Québec, Canada” dated June 15, 2022, in accordance with Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks (” NI 43-101 “). The Technical Report was ready by BBA Inc. with a number of consulting corporations contributing to sections of the examine, together with SLR Consulting (Canada) Ltd., SRK Consulting (Canada) Inc. and WSP Inc.
4 Sources for historic manufacturing figures: Financial Geology, v. 107, pp. 963–989 – Structural and Stratigraphic Controls on Magmatic, Volcanogenic, and Shear Zone-Hosted Mineralization within the Chapais-Chibougamau Mining Camp, Northeastern Abitibi, Canada by François Leclerc et al. (Lac Dore/Chibougamau mining camp) and NI 43-101 Technical Report on the Joe Mann Property dated January 11, 2016 by Geologica Groupe-Conseil Inc. for Jessie Ressources Inc. (Joe Mann mine).
