Doré Copper Mining Corp. (“Doré Copper”) (TSXV: DCMC; OTCQB: DRCMF; FRA: DCM) is happy to announce that it has entered right into a definitive association settlement (the “Settlement”) on October 14, 2024 with Cygnus Metals Restricted (ASX: CY5) (“Cygnus”) to mix their respective companies in a merger of equals transaction, pursuant to which Cygnus has agreed to accumulate 100% of the issued and excellent frequent shares of Doré Copper (the “Doré Copper Shares”) by means of a court docket permitted plan of association beneath the Canada Enterprise Company Act (the “Transaction”).
This Transaction will create a Québec-focused essential minerals explorer and developer with high-grade copper and lithium assets. The merger of equals will convey collectively confirmed members of administration with robust capital markets expertise, undertaking 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 bizarre shares of Cygnus (“Cygnus Shares”) in trade 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 worth 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 Share1 and an implied fairness worth for Doré Copper of C$24 million2. As of the date of the Settlement, present 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 taking into consideration the Cygnus Fairness Elevate (as outlined beneath)). In reference to the Transaction, Cygnus intends to finish an fairness increase 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 Elevate”). The online proceeds of the Cygnus Fairness Elevate are anticipated for use for, amongst different issues, advancing the Chibougamau undertaking (assuming the Transaction is accomplished) and Cygnus’ James Bay lithium tasks. Pursuant to the Settlement, Cygnus has covenanted to make use of commercially affordable greatest efforts to finish the Cygnus Fairness Elevate.
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 belongings, expands the asset portfolio of the mixed firm and supplies 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 robust capital markets expertise and confirmed exploration success, undertaking growth and operational experience.
- Capital Markets Presence and Monetary Power: As Cygnus intends to use for and procure 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 traders, 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 assist agreements.
Doré Copper President and Chief Govt Officer, Ernest Mast, commented: “The Doré Copper workforce is trying ahead to working with the Cygnus workforce to create a essential metals firm and to maximise the worth of our high quality belongings in Chibougamau. This merger will present the funding, further experience and the technique to generate superior shareholder returns by brownfields exploration and to implement a worthwhile hub-and-spoke operation within the Chibougamau mining camp.”
Cygnus Govt 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 workforce with the high-grade copper assets and immense upside potential on the Chibougamau properties, we have now the potential to unlock substantial worth. We intend to plot and implement an aggressive exploration program, using extremely skilled geologists and the most recent know-how, with the purpose of driving robust useful resource development at a time when the world desperately needs extra copper from tier-one areas.
With the ability to mix our ability units with a Québec-based workforce who has expertise in constructing massive useful resource tasks with assist from the native communities additionally supplies us with these native connections and expertise to help in advancing our lithium tasks in a greater macro surroundings.”
Advantages to Doré Copper Shareholders
- Enhanced Liquidity: The elevated measurement 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 acquire publicity to Cygnus’ high quality lithium tasks in James Bay, Québec, together with the Pontax undertaking, with its JORC Mineral Useful resource Estimate, whereas retaining participation in any future upsize from the Chibougamau high-grade copper belongings 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 fashionable exploration methods and geophysics with the target of rising the useful resource stock.
- Leveraging Cygnus Crew Confirmed Observe Document of Success in Each Exploration, Improvement and Manufacturing Corporations: The Cygnus workforce has been concerned in sure transactions which returned vital shareholder worth over time akin 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 circumstances 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 substitute choices of Cygnus and exercisable to accumulate such variety of Cygnus Shares at such train worth in accordance with the Change Ratio, (ii) all excellent deferred share items of Doré Copper instantly previous to the Efficient Time (whether or not vested or unvested) will probably be deemed to have been unconditionally vested and instantly redeemed and cancelled in consideration for Doré Copper Shares previous to the trade for Cygnus Shares; and (iii) all excellent warrants of Doré Copper will probably be adjusted in accordance with their phrases and turn out to be exercisable, based mostly on the Change Ratio, to buy Cygnus Shares on considerably the identical phrases and circumstances.
The Transaction will probably be effected by means of a court-approved plan of association beneath the Canada Enterprise Firms Act and would require the approval of (a) a minimum of 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 assist 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 consists of 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 supplies 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 price payable to Cygnus in sure circumstances.
Completion of the Transaction is topic to customary circumstances, together with, amongst others, court docket approval, regulatory approval and Doré Copper Shareholder approval. Along with customary closing circumstances, 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 circumstances to closing set out within the Settlement, it’s anticipated that the Transaction will probably be accomplished in December 2024. Upon closing of the Transaction, it’s anticipated the Doré Copper Shares will probably be delisted from the TSXV.
Additional data relating to the Transaction will probably 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 assist agreements and sure associated paperwork will probably be filed with the relevant Canadian securities regulators and will probably be out there 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 will probably be comprised of three (3) administrators from every of Cygnus and Doré Copper. As well as, it’s anticipated that David Southam, present Govt Chair of Cygnus, will stay as Govt Chair of the mixed firm and Ernest Mast, present President and Chief Govt Officer of Doré Copper, would be the President and Managing Director of the mixed firm. The rest of the board of the mixed firm will probably be comprised of two (2) non-executive administrators from every firm: Kevin Tomlinson (Canada based mostly) and Raymond Shorrocks (Australia based mostly) from Cygnus, and Mario Stifano, present Govt 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 obtained a unanimous advice 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 perfect pursuits of Doré Copper and is honest 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 elements, 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 obtained by Doré Copper Shareholders pursuant to the Transaction is honest, from a monetary standpoint to the Doré Copper Shareholders. A duplicate of the equity opinion of Paradigm Capital will probably 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 Elevate.
Certified Individuals
All scientific and technical knowledge contained on this information launch has been reviewed and permitted by Ernest Mast, P.Eng, President and CEO of Doré Copper, and Jean Tanguay, P.Geo., Basic Supervisor of Doré Copper, Certified Individuals throughout the that 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 belongings feeding its centralized Copper Rand mill3. 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 consists of 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 centered on advancing the Pontax Lithium Mission (incomes as much as 70%), the Auclair Lithium Mission and the Sakami Lithium Mission on the planet 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 workforce have a confirmed observe file of considerable exploration success and creating wealth for shareholders and all stakeholders in recent times. Cygnus’ tenements vary from early-stage exploration areas by to superior drill-ready targets.
For additional details about Doré Copper, please contact:
| Ernest Mast | Laurie Gaborit |
| President and Chief Govt Officer | Vice President, Investor Relations |
| Telephone: (416) 792-2229 | Telephone: (416) 219-2049 |
| Electronic mail: ernest.mast@dorecopper.com | Electronic mail: laurie.gaborit@dorecopper.com |
Go to: www.dorecopper.com
Fb: Doré Copper Mining
LinkedIn: Doré Copper Mining Corp.
Twitter: @DoreCopper
Instagram: @DoreCopperMining
Cautionary Word Relating to Ahead-Trying Statements
This information launch consists of sure “forward-looking statements” beneath relevant Canadian securities laws. Ahead-looking statements embody predictions, projections and forecasts and are sometimes, however not at all times, recognized by way of phrases akin to “search”, “anticipate”, “imagine”, “plan”, “estimate”, “forecast”, “count on”, “potential”, “undertaking”, “goal”, “schedule”, “funds” and “intend” and statements that an occasion or end result “might”, “will”, “ought to”, “might” or “would possibly” happen or be achieved and different comparable expressions and consists of the negatives thereof. All statements apart from statements of historic reality 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, undertaking 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 Elevate and the phrases thereof, the proposed use of proceeds of the Cygnus Fairness Elevate, the expectation that the Doré Copper Shares will probably be delisted from the TSXV, the expectation that the Cygnus Shares will probably 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 based mostly upon plenty of estimates and assumptions that, whereas thought-about affordable, are topic to identified and unknown dangers, uncertainties and different elements which can trigger precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking statements. Such elements embody, however aren’t 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 Elevate and the timing thereof, integration dangers, precise outcomes of present and future exploration actions, good thing about sure know-how utilization, the flexibility of prior successes and observe file to find out future outcomes, adjustments in undertaking parameters and/or financial assessments, availability of capital and financing on acceptable phrases, normal financial, market or enterprise circumstances, future costs of metals, uninsured dangers, dangers regarding estimated prices, regulatory adjustments, delays or incapability to obtain required regulatory approvals, well being emergencies, pandemics and different exploration or different dangers detailed herein and sometimes within the filings made by Doré Copper with securities regulators. Though Doré Copper has tried to establish necessary elements that might trigger precise actions, occasions or outcomes to vary from these described in forward-looking statements, there could also be different elements that trigger such actions, occasions or outcomes to vary materially from these anticipated. There could be no assurance that such statements will show to be correct, as precise outcomes and future occasions might 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 regulation.
Neither TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.
1 Primarily based on the Change Ratio multiplied by the closing worth of Cygnus Shares on the ASX of A$ 0.083 on October 11, 2024, and transformed to C$0.077 utilizing AUD/CAD trade fee 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 Complicated, 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).
