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IDM Mining Ltd. M&A Activity 2019

Apr 2, 2019

46501_rns_2019-04-02_7ae3a4f6-51a4-45cb-95b9-8f721086e7e6.pdf

M&A Activity

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NOTICE OF CHANGE IN CORPORATE STRUCTURE PURSUANT TO SECTION 4.9 OF NATIONAL INSTRUMENT 51-102

ITEM 1 Names of the Parties to the Transaction

Ascot Resources Ltd. (“ Ascot ”) IDM Mining Ltd. (“ IDM ”)

ITEM 2 Description of the Transaction

On March 28, 2019, Ascot Resources Ltd. acquired all of the issued and outstanding common shares of IDM (the “ IDM Shares ”) by way of a courtapproved plan of arrangement (the “ Arrangement ”) under the Business Corporations Act (British Columbia). The Arrangement was effected pursuant to an arrangement agreement dated January 6, 2019, as amended by the amendment agreement dated February 7, 2019, between Ascot and IDM (the “ Arrangement Agreement ”).

Pursuant to the terms of the Arrangement Agreement, each IDM Shareholder (other than dissenting shareholders) received 0.0675 of an Ascot Share in exchange for each IDM share held. Each outstanding IDM warrant will be dealt with in accordance with the terms of its warrant certificate and will be exercisable into 0.0675 of a common share of Ascot for each IDM share the warrantholder was entitled to. Each IDM Out-Of-The-Money-Option (as defined in the Arrangement Agreement) held by a Continuing IDM Optionholder (as defined in the Arrangement Agreement) and each IDM In-The-Money-Option (as defined in the Arrangement Agreement) which is outstanding and which has not been duly exercised prior to the effective time of the Arrangement (the “ Effective Time ”) were exchanged for an equivalent option (each, a “ Replacement Option ”) to purchase from Ascot such number of Ascot Shares (rounded down to the nearest whole share) equal to 0.0675 multiplied by the number of IDM Shares subject to such IDM Option immediately prior to the Effective Time. Such Replacement Option shall provide for an exercise price per Ascot Share (rounded up to the nearest whole cent) equal to the exercise price per share of such IDM Option divided by 0.0675. All the terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the IDM Option for which it was exchanged and shall be governed by the terms of Ascot’s stock option plan, except that the expiry date for any IDM In-The-Money-Options held by an IDM Optionholder (as defined in the Arrangement Agreement) that is not a Continuing IDM Optionholder will be notwithstanding the terms of Ascot’s stock option plan, and notwithstanding that such person may not be a director, officer, employee or consultant of Ascot or any of its subsidiaries, the earlier of: (i) 6 months following the effective date of the Arrangement; and (ii) the expiry date of the IDM In-TheMoney-Option for which such Replacement Option was exchanged. It is intended that the provisions of subsection 7(1.4) of the Income Tax Act (Canada) apply to the exchange, therefore, notwithstanding the foregoing, the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount (as defined in the Arrangement Agreement) of the Replacement Option immediately after the exchange does not exceed the In the

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Money Amount immediately before the exchange of the IDM In-The-Money-Option so exchanged.

The Arrangement was approved by IDM securityholders at a special meeting held on March 20, 2019 and by the Supreme Court of British Columbia in its final order dated March 25, 2019.

ITEM 3 Effective Date of the Transaction

March 28, 2019.

  • ITEM 4 Names of each Party, if any, that ceased to be a Reporting Issuer subsequent to the Transaction and of each Continuing Entity

IDM has applied to cease to be a reporting issuer in British Columbia, Alberta, Ontario and Nova Scotia following the completion of the Arrangement.

  • ITEM 5 First Financial Year End and Interim Filings

Not applicable.

  • ITEM 6 Periods of the Interim and Annual Financial Statements required to be filed for the Reporting Issuer’s First Financial Year following the Transaction Not applicable.

  • ITEM 7 Documents which describe the Transaction

IDM’s management information circular dated February 13, 2019.

Dated April 1, 2019