Edgemont Gold Corp. (CSE: EDGM) has entered into a non-binding letter of intent with Laiva Gold Inc., an arm’s length Alberta private company, which contemplates the acquisition by the company of all the issued and outstanding common shares of Laiva from the shareholders of Laiva. As consideration under the transaction, the company will issue such number of post-consolidation common shares in the capital of the company to the shareholders of Laiva as is equal to the total number of shares of Laiva outstanding immediately prior to the closing of the transaction.
The LOI contemplates that the parties will draft, finalize and execute a definitive agreement respecting the Transaction on or before 15 March 2025. The transaction and the entering into of a definitive agreement are subject to mutual due diligence investigations. The company expects to provide an update respecting the transaction, any required shareholder and regulatory approvals, the concurrent financing, the Laiva Financing and the status of the definitive agreement in due course. It is anticipated that the company will complete a share consolidation on a three-for-one (3:1) basis immediately prior to the closing.
In connection with the transaction, the company and Laiva intend to conduct private placement offerings of: (a) subscription receipts of the company, for aggregate gross proceeds of no less than C$7,500,000; and / or (b) convertible debentures of either the Company, Laiva or special purpose financing entities for aggregate gross proceeds of no less than C$7,500,000, all on terms as to be mutually agreed to by the parties In addition, it is anticipated that prior to closing, the parties will organize a private placement of securities of Laiva for aggregate gross proceeds of up to C$7,500,000.
Concurrent to the LOI, the company advanced toLaiva an unsecured loan in the principal amount of C$750,000 pursuant to a promissory note. The Bridge Loan bears simple interest at a rate of 5% per annum and will mature and be repayable by Laiva to the company on the earlier of (a) the date that is six months after the date of the LOI; (b) the outside date (as such term will be defined in the definitive agreement); and (C) if no definitive agreement is entered into by the parties, upon the date of termination of the LOI.
Should the parties enter into a definitive agreement in respect of the Transaction, it is expected that the Transaction will constitute a “fundamental change” of the company pursuant to policies of the Canadian Securities Exchange. Should the transaction proceed, it will remain subject to approval of the CSE.
To read more about this https://edgemontgold.com/
To read more about this, please visit www.theassay.com/news
