Show me the money, today is the dayCunningham Mining to Acquire American Creek Resources, September 6, 2024 news.
Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under Division 5 of Part 9 of the BCBCA (the "Plan of Arrangement"). Completion of the Transaction is subject to customary conditions, including, among others, court approval and regulatory approvals (including the approval of the TSXV), and will, among other things, require the approval of (i) at least twothirds of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders on a resolution approving the Arrangement, excluding for this purpose the votes attached to the Shares held by persons required to be excluded for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of American Creek, "fiduciary out" provisions in favour of American Creek and "right-to-match superior proposals" in provisions in favour of CML. The Arrangement Agreement provides for a termination fee of $6,286,125 payable by American Creek if it accepts a superior proposal and in certain specified circumstances. In addition, on or before September 30, 2024, CML will pay American Creek a cash signing fee of $300,000, which funds will be used for working capital purposes in the ordinary course of business (including reasonable expenses incurred by American Creek related to the Transaction). 50% of the signing fee (i.e. $150,000) will be repayable by American Creek to CML in equal monthly installments of $10,000 in the event that the required Shareholder approval is not obtained at the Meeting or the Transaction is terminated due to a non-curable breach of the Arrangement Agreement by American Creek.