RE:FinancingThe ONLY Financing UnderWay right NOW is the one for SPINCO
which IS a CONDITION for the SPIN OFF the Moraccan Assets
from Trigon
Trigon Metals Inc. Enters Arrangement Agreement to Spin-Out Moroccan Assets
V.TM | February 14, 2024
Trigon Metals Inc. (TSX-V: TM) (the “Company” or “Trigon”) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) with its wholly-owned subsidiary, Safi Silver Corp. (“Spinco”), to undertake a spin-out transaction that would reorganize the business and capital structure of the Company to spin out its assets in Morocco, namely the Silver Hill project (the “Silver Hill Project”), to the shareholders of Trigon (the “Trigon Shareholders”).
The proposed spin-out transaction will be completed by way of a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Proposed Arrangement”).
Pursuant to the Proposed Arrangement, it is anticipated that Trigon will distribute to the Trigon Shareholders, on a pro rata basis: (i) all of the outstanding shares in the capital of Spinco (the “Spinco Common Shares”), and (ii) new common shares in the capital of Trigon (the “New Trigon Shares”), in exchange for the common shares of Trigon held by the Trigon Shareholders (the “Trigon Shares”).
The Proposed Arrangement remains conditional on the approval of the Trigon Shareholders at the annual general and special meeting (the “Meeting”), the TSX Venture Exchange and the Ontario Superior Court of Justice (Commercial List). Additionally, completion of the Proposed Arrangement is conditional upon, among other things, completion of a concurrent financing of Spinco (the “Concurrent Financing”), and conditional approval for listing the Spinco Common Shares on a recognized Canadian stock exchange (the “StockExchange Listing”).
It is intended that, as part of the Proposed Arrangement, the Trigon Shareholders will receive one New Trigon Share and 0.5 Spinco Common Shares in exchange for each Trigon Share held immediately prior to completion of the Proposed Arrangement.
The Proposed Arrangement will allow Trigon and Spinco to each access the sources of capital best suited for operational stage and exploration stage mining assets, respectively, and to otherwise achieve operational efficiencies.