Alpha Copper (ALCU-Cse) Completes Acquisition of Cavu Energy Metals (CAVU-Cse)
Dec 19, '22 - NR
Alpha Copper Energy Metals are pleased to announce the successful completion of the previously announced acquisition of all of the issued and outstanding common shares of CAVU (the “CAVU Shares”) by Alpha pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”).
Darryl Jones, President, CEO and Director of Alpha stated: “We are excited to close this Transaction and thank CAVU shareholders for showing immense support in favour of the merger. We are excited to progress exploration work on the Star and Hopper assets in 2023 and will be updating shareholders on these deliverables in the new year.”
Danny Matthews, co-founder of CAVU and incoming Director of Alpha stated: “We would like to thank our shareholders, technical team, and all other stakeholders in their overwhelming support for this transaction. We believe this transaction will result in a larger, better capitalized, and overall stronger company. In particular, we would like to thank CAVU CEO, Dr. Jacob (Jaap) Verbaas, who was instrumental in overseeing the growth and success of CAVU from inception to a multi-asset copper exploration company.”
Dr. Luke Bickerton, incoming VP Exploration of Alpha stated: “The four drill-ready assets in Alpha’s portfolio are all stellar copper projects. We are looking forward in particular to drilling the Star Project in 2023. The Star Project is the newest and most de-risked project in the portfolio and is fully permitted for drilling until 2026.”
Details of the Transaction
Pursuant to the Transaction, each holder of CAVU Shares (a “CAVU Shareholder” and, collectively, the “CAVU Shareholders”) received 0.7 of a common share of Alpha (each whole common share an “Alpha Share”) for each CAVU Share held (the “Consideration”). As a result of the Transaction, Alpha issued an aggregate of 25,485,016 Alpha Shares, resulting in the existing Alpha and former CAVU shareholders owning approximately 69.5% and 30.5%, respectively, of the Alpha Shares outstanding, on a non-diluted basis.
As part of the Transaction, all outstanding options of CAVU will vest immediately and be exchanged for the number of options to purchase Alpha Shares based on the exchange ratio and holders of CAVU warrants will be entitled, in accordance with the terms of such warrants, to receive Alpha Shares on the exercise of such warrants.
As a result of the Transaction, Alpha acquired CAVU’s interest in the Hopper Copper-Gold Project in the Yukon and the Star Copper-Gold Porphyry Project in British Columbia.
Alpha has received acceptance of the Canadian Securities Exchange (the “CSE”) to list the Alpha Shares issued pursuant to the Transaction on the CSE. The CAVU Shares are expected to be delisted from the CSE at the close of trading on or about December 19, 2022. CAVU intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public company reporting obligations as soon as possible.
In order to receive the Alpha Shares to which they are entitled, registered holders of CAVU Shares are required to deposit their share certificate(s) representing CAVU Shares, together with a duly completed letter of transmittal with Computershare Investor Services Inc., the depositary under the Transaction. The letter of transmittal was mailed to shareholders of CAVU as part of the materials in connection with the special meeting of shareholders of CAVU held on December 13, 2022 (the “Meeting”). The letter of transmittal is also available on CAVU’s website, www.cavuenergymetals.com. Shareholders whose CAVU Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their CAVU Shares. Further information about the Transaction is set forth in the materials prepared by CAVU in respect of the Meeting which were mailed to CAVU Shareholders and filed under CAVU’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Alpha Board and Management Additions
The board of directors of Alpha has been increased to include one additional director from CAVU’s board of directors. Danny Matthews was appointed as director of Alpha following completion of the Transaction. Additionally, Dr. Luke Bickerton was appointed as Alpha’s VP Exploration. Dr. Bickerton previously held the same position for CAVU.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United State Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Early Warning Reporting
By virtue of its acquisition of all of the issued and outstanding CAVU Shares under this Transaction, Alpha is required to file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Report Issues. A copy of the early report will be filed on CAVU’s SEDAR profile at www.sedar.com.
On Behalf of the Board of Directors of Alpha and CAVU,
Darryl Jones
CEO, President & Director
Contact Alpha and CAVU
Invictus Investor Relations
+1 (604) 343-8661
walter@invictusir.com |
