Chain of events
Golden Goose shareholders became Kodiak Resources shareholders. Kodiak Resources changed their name to Prodigy Gold.
Acquisition of Golden Goose Resources Inc.
On August 31, 2010 the Company announced that it had signed a binding definitive merger agreement with Golden Goose Resources Inc. (TSX-V: GGR, “Golden Goose”) by way of a corporate Arrangement pursuant to the provisions of the Companies Act of Québec. The Arrangement will effectively combine the assets of both companies on a consolidated basis, with Golden Goose Resources becoming a wholly-owned subsidiary of Kodiak.
Under the terms of the definitive merger agreement between Golden Goose and Kodiak, shareholders of Golden Goose Resources will exchange their issued common shares for new common shares and warrants of Kodiak, on the basis of 1.2 new shares of Kodiak and one quarter of a Kodiak Share Purchase Warrant for each outstanding share of Golden Goose Resources. The Kodiak Warrant is exercisable for three years at a price of
.45 with an acceleration clause should Kodiak shares listed on the TSX Venture Exchange trade above
.60 for twenty consecutive trading days. All issued and outstanding options to acquire an equivalent number of Golden Goose common shares will be exchanged for Kodiak replacement options on the basis of 1.2 replacement options for every Golden Goose Option.
The completion of the Arrangement is subject to standard conditions precedent applicable to statutory plans of arrangement, including standard commercial conditions precedent, approval of the common shareholders of Golden Goose, the shareholders meeting to be held on December 13, 2010, deregistration of Golden Goose shares in the US, and court approval.
Kodiak and Golden Goose Close Business Combination
Vancouver, British Columbia and Montreal, Québec – December 16, 2010 - Kodiak Exploration
Limited (TSX-V: KXL, "Kodiak") and Golden Goose Resources Inc. (TSX-V: GGR, "Golden Goose")
are pleased to announce that, further to their joint news releases dated August 31, 2010 and December 13,
2010, the business combination between the companies by way of a statutory plan of arrangement
pursuant to the provisions of the Companies Act of Québec (the "Arrangement") was approved by the
Superior Court of Quebec on December 14, 2010 and closed effective at 12:01 am (Montreal time) earlier
today.
Pursuant to the Arrangement, Golden Goose shareholders will (subject to the provisions for Small Lot
Holders set out below) receive 1.2 Kodiak shares and one quarter of one non-transferable Kodiak warrant
for each Golden Goose share surrendered, where each whole warrant entitles its holder to purchase one
Kodiak share at a price of
.45 for a period of three years. Outstanding options to purchase Golden
Goose shares ("Golden Goose Options") are to be cancelled and holders of such options are to receive
options to purchase such number of Kodiak shares ("Kodiak Options") and at an exercise price that
reflects the exchange ratio of 1.2 Kodiak Options for each Golden Goose Option.
Small Lot Holders
As set out in the Golden Goose information circular in respect of the Arrangement dated November 10,
2010, any holder of less than 500 shares of Golden Goose who did not elect prior to the effective date of
the Arrangement to receive common shares and warrants of Kodiak in exchange for his or her shares of
Golden Goose will receive a cash payment of
.25 per Golden Goose share held.
Board of Directors of Kodiak
As a result of the closing of the Arrangement, Kodiak is now the sole shareholder of Golden Goose and
the board of directors of Kodiak now consists of seven directors, being Michael E.J. Phelps, Thomas
Barber, Robert Harrington, Thomas P. Mullan, David Richardson, George Salamis and David Watkins.
Letter of Transmittal
The letter of transmittal that was provided to Golden Goose shareholders with the meeting materials in
respect of the Arrangement misstated the exchange ratio. It stated that Golden Goose shareholders would
receive one share of Kodiak and one quarter of a Kodiak warrant in exchange for each share of Golden
Goose held. The correct exchange ratio is set forth above.
Kodiak Changes Name to Prodigy Gold Incorporated
Vancouver, British Columbia, December 31, 2010. Kodiak Exploration Limited (TSX-V:
KXL) (the "Company") is pleased to announce that effective today at 1:15 PM PST, pursuant to
a resolution passed by Directors, the Company has changed its name to Prodigy Gold Inc. The
common shares of the Company will trade on the TSX Venture Exchange under the symbol
"PDG". The Company will commence trading under the new name and symbol at the market
open on Tuesday, January 4, 2011. There is no consolidation of capital and no exchange of
shares is required.
FORM 51-102F4
BUSINESS ACQUISITION REPORT
Item 1 Identity of Company
1.1 Name and Address of Company
Prodigy Gold Incorporated (formerly Kodiak Exploration Limited) (the “Company”)
1205, 700 West Pender Street
Vancouver BC V6C 1G8
1.2 Executive Officer
For additional information regarding any information contained in this Business Acquisition Report, please contact Tony Wood, Chief Financial Officer at (604) 688-9006.
Item 2 Details of Acquisition
2.1 Nature of Business Acquired
The Company acquired all of the issued and outstanding securities of Golden Goose Resources Inc. (“Golden Goose”). Golden Goose is an exploration stage company engaged in the business of mineral exploration, primarily on the Magino Gold project located in Ontario.
On December 16, 2010, the Company completed its previously announced acquisition of Golden Goose. The acquisition was completed pursuant to a plan of arrangement that was approved by the shareholders of Golden Goose.
2.2 Date of Acquisition
The Acquisition date is December 16, 2010.
2.3 Consideration
The acquisition of Golden Goose (the “Acquisition”) was completed by way of plan of arrangement that resulted in the Golden Goose shareholders receiving 61,578,877 common shares of the Company and warrants to acquire an additional 12,828,982 common shares, in exchange for their common shares of Golden Goose. The warrants have an exercise price of
.45, exercisable for three years, with an acceleration clause providing that should the shares of the Company trade above
.60 for 20 consecutive trading days, warrant holders will have 30 days to exercise their warrants upon notification or else the warrants will expire. The Company also paid $56,360.25, in aggregate, to certain holders of Golden Goose shares who held less than 500 Golden Goose shares each. In addition, the Company issued options to acquire common shares of the Company to former holders of Golden Goose stock options, on the basis of 1.2 options of the Company for every 1 Golden Goose option outstanding.
Date of Report
March 22, 2011.