The TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement dated Dec. 13, 2022, among Golden Sky Minerals Corp. and its wholly owned subsidiary, Thunderbird Minerals Corp. (Spinco), pursuant to which the parties completed a plan of arrangement under the provisions of the Business Corporations Act (British Columbia).
The company transferred the following assets to Spinco under the plan of arrangement:
- All of the company's legal and beneficial interests in the Bullseye, Argo and Eagle Mountain properties and related assets;
- $355,000 cash.
As consideration for the assets, Spinco issued the number of common shares of Spinco equal to 0.5 of the number of issued and outstanding common shares in the capital of the company.
Under the plan of arrangement, the company: (i) reclassified and redesignated its existing common shares as Class A shares; (ii) created a new class of common shares; and (iii) distributed to the shareholders of the company: (a) one new company share; and (b) 0.5 of one Spinco common share for every one Class A share held.
The exchange has been advised that approval of the plan of arrangement by the company's shareholders was received at a special meeting of shareholders held on Jan. 26, 2023, and that approval of the arrangement was received from the Supreme Court of British Columbia on Jan. 30, 2023. The plan of arrangement was completed on March 17, 2023, using letters of transmittal.
No Spinco shares will be listed on the exchange on closing of the plan of arrangement; however, Spinco may at a later date make a separate application to the exchange for the listing of the Spinco shares.
The full particulars of the plan of arrangement are set forth in the company's management information circular dated Dec. 19, 2022, which is available under the company's profile on SEDAR.
In accordance with the above-referenced plan of arrangement, the company's shareholders who previously held common shares (the old shares) will have their old shares redesignated as Class A shares and exchanged on a one-for-one basis for new company shares. Accordingly, the new company shares will be listed on the exchange at the market opening on Tuesday, March 21, 2023.
Capitalization: unlimited common shares with no par value, of which
19,674,613 common shares are issued and outstanding
Escrowed shares: nil
Transfer agent: Computershare Investor Services Inc.
Trading symbol: AUEN (unchanged)
Cusip No.: 381186 10 5 (new)
In conjunction with the closing of the plan of arrangement, the old shares of the company will be delisted from the exchange. Accordingly, effective at the close of business, Monday, March 20, 2023, the old shares of the company will be delisted.
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