Arrangement

News Release for Early Warning Report Regarding Adventus Mining Corporation

Retrieved on: 
Friday, January 26, 2024
Arrangement, Burrard Street, Acquisition, Security (finance)

VANCOUVER, British Columbia, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Ross J. Beaty, of 1130 – 400 Burrard Street, Vancouver, British Columbia, V6C 3A6, announces that on January 25, 2024 he acquired ownership of 44,538,193 common shares (the “Adventus Shares”) of Adventus Mining Corporation (“Adventus”), stock options of Adventus (“Adventus Options”) exercisable to acquire 234,500 Adventus Shares and warrants of Adventus (“Adventus Warrants”) exercisable to acquire 4,421,074 Adventus Shares, pursuant to a plan of arrangement (the “Arrangement”), whereby Adventus acquired all of the issued and outstanding shares of Luminex Resources Corp. (“Luminex”).

Key Points: 
  • VANCOUVER, British Columbia, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Ross J. Beaty, of 1130 – 400 Burrard Street, Vancouver, British Columbia, V6C 3A6, announces that on January 25, 2024 he acquired ownership of 44,538,193 common shares (the “Adventus Shares”) of Adventus Mining Corporation (“Adventus”), stock options of Adventus (“Adventus Options”) exercisable to acquire 234,500 Adventus Shares and warrants of Adventus (“Adventus Warrants”) exercisable to acquire 4,421,074 Adventus Shares, pursuant to a plan of arrangement (the “Arrangement”), whereby Adventus acquired all of the issued and outstanding shares of Luminex Resources Corp. (“Luminex”).
  • In connection with the Arrangement and upon conversion of 21,256,495 Subscription Receipts owned by Mr. Beaty, Mr. Beaty received 44,538,193 Adventus Shares, Adventus Options exercisable to acquire 234,500 Adventus Shares and Adventus Warrants exercisable to acquire 4,421,074 Adventus Shares.
  • After the completion of the Arrangement and the conversion of the Subscription Receipts, Mr. Beaty now owns, directly or indirectly, or exercises control or direction over, 44,538,193 Adventus Shares, Adventus Options exercisable to acquire 234,500 Adventus Shares and Adventus Warrants exercisable to acquire 4,421,074 Adventus Shares.
  • The Adventus Shares, Adventus Options or Adventus Warrants were acquired by Mr. Beaty pursuant to the terms of the Arrangement.

Calibre Completes Acquisition of Marathon

Retrieved on: 
Wednesday, January 24, 2024
CXB, Arrangement, LLP, Committee, Toronto Stock Exchange, MOZ, Scotiabank, National bank, TSX, OTCQX, Labrador, Security (finance)

VANCOUVER, British Columbia, Jan. 24, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”) are pleased to announce the successful completion of the previously announced transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon (the “Marathon Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).

Key Points: 
  • VANCOUVER, British Columbia, Jan. 24, 2024 (GLOBE NEWSWIRE) -- Calibre Mining Corp. (TSX: CXB; OTCQX: CXBMF) (“Calibre” or the “Company”) and Marathon Gold Corporation (TSX: MOZ) (“Marathon”) are pleased to announce the successful completion of the previously announced transaction pursuant to which, among other things, Calibre acquired all of the issued and outstanding common shares of Marathon (the “Marathon Shares”) pursuant to a court-approved plan of arrangement (the “Arrangement”).
  • Pursuant to the Arrangement, former Marathon shareholders received 0.6164 of a Calibre common share (each whole share, a “Calibre Share”) in exchange for each Marathon Share held.
  • As a result of the Arrangement, Calibre issued an aggregate of 249,813,422 Calibre Shares.
  • Upon closing of the Arrangement, existing Calibre and former Marathon shareholders own approximately 65% and 35% of the issued and outstanding Calibre Shares, respectively.

Marathon Gold Announces Receipt of Final Court Order for Arrangement with Calibre

Retrieved on: 
Monday, January 22, 2024
TSX, Arrangement, MOZ

TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the previously announced statutory plan of arrangement (the “Arrangement”) involving Marathon and Calibre Mining Corp. (“Calibre”) pursuant to which Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.

Key Points: 
  • TORONTO, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Marathon Gold Corporation (“Marathon”; TSX: MOZ) is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has granted the final order in connection with the previously announced statutory plan of arrangement (the “Arrangement”) involving Marathon and Calibre Mining Corp. (“Calibre”) pursuant to which Marathon shareholders (other than Calibre) will receive 0.6164 of a common share of Calibre for each common share of Marathon held.
  • Closing of the Arrangement remains subject to certain customary closing conditions.
  • Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on January 24, 2024.
  • For a more detailed description of the Arrangement, please refer to Marathon’s management information circular dated December 11, 2023, available on SEDAR+ at www.sedarplus.ca and on Marathon’s website at www.marathon-gold.com.

FINSIGHT Group Inc. Issues Letter to Fellow Q4 Shareholders and Responds to Q4’s Special Committee

Retrieved on: 
Wednesday, January 17, 2024
Proxy, Special, Arrangement, MIC, Policy, Culture, Committee, Potential, Ecosystem, Risk, Commoditization, Sale, Acquisition, NDA, IPO, USD, Letter, Marketing, ARPC, Growth, Security (finance)

NEW YORK, Jan. 17, 2024 (GLOBE NEWSWIRE) -- FINSIGHT Group Inc ("FINSIGHT"), a New York City based financial technology provider that beneficially owns over 2 million or approximately 5.6% of Q4’s outstanding shares and represents approximately 8.9% of the non-rolling shareholders, today issued a letter to its fellow Q4 Inc (TSE: QFOR) (“Q4” or the “Company”) shareholders to join FINSIGHT in voting AGAINST the Company’s proposed plan of arrangement to be acquired by Sumeru Equity Partners (“Sumeru”) (the “Arrangement”) at a special meeting of Q4 shareholders ("Special Meeting") currently scheduled for January 24, 2024. (All amounts in USD unless otherwise specified).

Key Points: 
  • FINSIGHT is committed to being an engaged shareholder and will consider all options to ensure a standalone Q4 drives value for all shareholders.
  • In this letter, FINSIGHT seeks to reiterate our position and analysis, and address some of the assertions made by the Special Committee:
    I.
  • In their January 15, 2024, letter, the Special Committee repeated its claim that it ran a robust process.
  • Finally, to address the question put to us by the Special Committee in its letter and purportedly shared by other shareholders regarding our motivations, FINSIGHT’s interest in Q4 is purely financial.

Uranium Mining Market Performance Booming as Demand Skyrockets, Projected to Reach $11 Billion

Retrieved on: 
Wednesday, January 17, 2024
Probability, UXC, Mergers and acquisitions, Luce Irigaray, Federal, Power plant engineering, Sale, Carbon, TSX Venture Exchange, NXE, Soil, Growth, FUU, Void coefficient, PLN, Spin-off (media), UEC, Mining, Environment, ISR, Murphy Lake, Indian stock exchange, PALM, Athabasca, STUD, Arrangement, CFT, Powder River Basin, Conventional weapon, TSX, Water, Nuclear energy, Nuclear fission, SASK, Agent, OTCQB, Canada Business Corporations Act, Stallion, Broach, News, Arrow, Uranium mining

The construction and expansion of nuclear power plants lead to increased uranium demand, driving uranium mining activities.

Key Points: 
  • The construction and expansion of nuclear power plants lead to increased uranium demand, driving uranium mining activities.
  • The report says: “The global uranium mining market is expected to reach US$ 11,388.3 million by 2030, with an annual growth rate of more than 5.0%.
  • The uranium mining market is estimated to be 53.0 thousand tons (kt) in 2023.
  • Based on the mining method, the open-pit mining segment is the most common method of uranium mining, accounting for over 90% of global uranium production in 2022.

Q4 Inc. Shareholders Approve Arrangement with Sumeru Equity Partners

Retrieved on: 
Wednesday, January 24, 2024
Communications, Professional Services, Public Relations, Investor Relations, Finance, Proxy, Arrangement, Mount Meru, Special, Indian stock exchange, Court, TSX, Minority, Shareholder, Date, Hearing, Inc., Security (finance)

Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that at its special meeting (the “Special Meeting”) of shareholders of the Company (“Shareholders”) held today, Shareholders voted to approve the proposed arrangement transaction (the “Arrangement”) with a newly formed entity (the “Purchaser”) controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm, whereby the Purchaser will acquire all of the issued and outstanding common shares of the Company (“Common Shares”) for $6.05 per Common Share, other than those held by certain Shareholders rolling their equity interests.

Key Points: 
  • Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that at its special meeting (the “Special Meeting”) of shareholders of the Company (“Shareholders”) held today, Shareholders voted to approve the proposed arrangement transaction (the “Arrangement”) with a newly formed entity (the “Purchaser”) controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm, whereby the Purchaser will acquire all of the issued and outstanding common shares of the Company (“Common Shares”) for $6.05 per Common Share, other than those held by certain Shareholders rolling their equity interests.
  • Of the votes cast at the Special Meeting with respect to the Arrangement, a total of 31,425,048 votes were cast in favour of the Arrangement, representing approximately 81.48% of the votes cast on the special resolution approving the Arrangement.
  • The Company’s full report of voting results will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca .
  • Darrell Heaps, Q4 Founder and CEO commented: “We are pleased with the outcome of today’s vote and want to thank our Shareholders for their support and understanding of the strategic rationale for this transaction.

Playmaker Capital Inc. announces Shareholder Approval of its Acquisition by Better Collective

Retrieved on: 
Monday, January 22, 2024
Professional Services, Marketing, Digital Marketing, Communications, Sports, Other Professional Services, General Sports, Proxy, Meeting, Arrangement, Person, Playmaker, Acquisition, Minority, Multilateral, Holding company

Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that holders (the “Company Shareholders”) of its common shares (the “Common Shares”) have voted in favour of the previously announced acquisition of Playmaker by Better Collective A/S (“Better Collective”) by way of plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) at the Company’s special meeting of shareholders (the “Meeting”) held on January 22, 2024.

Key Points: 
  • Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, is pleased to announce that holders (the “Company Shareholders”) of its common shares (the “Common Shares”) have voted in favour of the previously announced acquisition of Playmaker by Better Collective A/S (“Better Collective”) by way of plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”) at the Company’s special meeting of shareholders (the “Meeting”) held on January 22, 2024.
  • The completion of the Arrangement requires the approval of: (i) at least two-thirds of the votes cast at the Meeting in person or by proxy by Company Shareholders; and (ii) a majority of the votes cast at the Meeting in person or by proxy by Company Shareholders, excluding votes of persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
  • The voting results from the Meeting are as follows:

Blackstone Real Estate to Take Tricon Residential Private

Retrieved on: 
Friday, January 19, 2024
Commercial Building & Real Estate, Construction & Property, Finance, Asset Management, Building Systems, Professional Services, Other Construction & Property, Residential Building & Real Estate, Special, Simpson Thacher & Bartlett, TCN, Committee, Schedule, Indian stock exchange, J.P. Morgan & Co., Multilateral, Wells Fargo, Transaction, RBC Capital Markets, Form 6-K, Investment Canada Act, Arrangement, LLP, TSX, BX, Proxy, Goodmans, BofA Securities, Scotiabank, Minority, Security (finance)

Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) under which Blackstone Real Estate Partners X together with Blackstone Real Estate Income Trust, Inc. (“BREIT”) will acquire all outstanding common shares of Tricon (“Common Shares”) for $11.25 (approximately C$15.17) per Common Share in cash (the “Transaction”).

Key Points: 
  • Blackstone (NYSE: BX) and Tricon Residential Inc. (NYSE: TCN, TSX: TCN) (“Tricon” or the “Company”) today announced that they have entered into an arrangement agreement (the “Arrangement Agreement”) under which Blackstone Real Estate Partners X together with Blackstone Real Estate Income Trust, Inc. (“BREIT”) will acquire all outstanding common shares of Tricon (“Common Shares”) for $11.25 (approximately C$15.17) per Common Share in cash (the “Transaction”).
  • Tricon serves communities in high-growth markets such as Atlanta, Charlotte, Dallas, Tampa and Phoenix as well as Toronto, Canada.
  • “Tricon provides access to high-quality housing, and we are fully committed to delivering an exceptional resident experience together,” said Nadeem Meghji, Global Co-Head of Blackstone Real Estate.
  • In certain circumstances, Blackstone is required to pay a $526,000,000 reverse termination fee to Tricon upon the termination of the Arrangement Agreement.

Q4 Inc. Issues Final Reminder to Shareholders to Vote FOR the Proposed Acquisition by Sumeru Equity Partners

Retrieved on: 
Friday, January 19, 2024
Professional Services, Communications, Technology, Finance, Software, Public Relations, Investor Relations, Royal Bank of Canada, Circular, Essence, Arrangement, Special, Inc., Committee, VWAP, Glass Lewis, TSX, Telephone

A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).

Key Points: 
  • A Special Meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
  • Shareholders are urged to vote TODAY to ensure their vote is promptly received ahead of the voting deadline of January 22, 2024 at 10:00 a.m. Toronto Time.
  • Materials related to the Special Meeting and instructions on how to vote “FOR” the Arrangement can be found here: https://investors.q4inc.com/Special-Meeting-Vote/Special-Meeting/default... .
  • Under the terms of the Arrangement, Shareholders (other than Rolling Shareholders) will receive $6.05 a share in cash.

Luminex Resources Securityholders Overwhelmingly Approve Adventus Mining Merger

Retrieved on: 
Friday, January 19, 2024
Arrangement, Person, Acquisition, Minority, Supreme court, Multilateral

VANCOUVER, BC, Jan. 19, 2024 /PRNewswire/ - Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) (the "Company" or "Luminex") is pleased to announce that at a special meeting of securityholders held earlier today (the "Meeting"), Luminex shareholders and Luminex optionholders voted overwhelmingly in favour of the resolution (the "Arrangement Resolution") approving the proposed acquisition of Luminex by Adventus Mining Corporation by way of a plan of arrangement (the "Arrangement").

Key Points: 
  • VANCOUVER, BC, Jan. 19, 2024 /PRNewswire/ - Luminex Resources Corp. (TSXV: LR) (OTCQX: LUMIF) (the "Company" or "Luminex") is pleased to announce that at a special meeting of securityholders held earlier today (the "Meeting"), Luminex shareholders and Luminex optionholders voted overwhelmingly in favour of the resolution (the "Arrangement Resolution") approving the proposed acquisition of Luminex by Adventus Mining Corporation by way of a plan of arrangement (the "Arrangement").
  • 85,855,189 Luminex shares, representing 49.36% of the issued and outstanding Luminex shares and 4,430,000 Luminex stock options ("Luminex Options") representing 78.48% of the issued and outstanding Luminex Options as at the record date of December 12, 2023, were voted at the Meeting.
  • The Arrangement Resolution was approved by approximately: (i) 99.97% of the votes cast by Luminex shareholders; (ii) 99.97% of votes cast by Luminex shareholders and Luminex optionholders, voting together as a single class; and (iii) 99.94% of the votes cast by Luminex shareholders, excluding the votes cast by certain persons as required by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.
  • For a more detailed description of the Arrangement, please refer to the Company's management information circular dated December 15, 2023.