Mr. Darryl Jones of Alpha Copper reports
ALPHA COPPER COMPLETES ACQUISITION OF CAVU ENERGY METALS
Alpha Copper Corp. has successfully completed the previously announced acquisition of all of the issued and outstanding common shares of Cavu Energy Metals Corp. by Alpha pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Darryl Jones, president, chief executive officer 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 multiasset copper exploration company."
Dr. Luke Bickerton, incoming vice-president, 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 derisked 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 received 0.7 of a common share of Alpha for each Cavu share held. 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 per cent and 30.5 per cent, 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 Yukon and the Star copper-gold porphyry project in British Columbia.
Alpha has received acceptance of the Canadian Securities Exchange (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 Dec. 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 Dec. 13, 2022. The letter of transmittal is also available on Cavu's website. 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).
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. Mr. Matthews was appointed as director of Alpha following completion of the transaction. Additionally, Dr. Bickerton was appointed as Alpha's vice-president, exploration. Dr. Bickerton previously held the same position for Cavu.
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.
We seek Safe Harbor.
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