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IDM Mining Ltd. — M&A Activity 2019
Jan 16, 2019
46501_rns_2019-01-16_f422a550-7407-4331-add7-91b0a40cb29d.pdf
M&A Activity
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FORM 51-102F3 MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF COMPANY
IDM MINING LTD. (" IDM ", or the " Company ") Suite 1800, Two Bentall Centre 555 Burrard Street Vancouver, British Columbia V7X 1M9
ITEM 2. DATE OF MATERIAL CHANGE
January 6, 2019
ITEM 3. NEWS RELEASE
A news release was disseminated on January 7, 2019
ITEM 4.
SUMMARY OF MATERIAL CHANGE
IDM announced that the Company entered into a definitive arrangement agreement (the " Definitive Agreement ") with Ascot Resources Ltd. (" Ascot ") dated January 6, 2019, pursuant to which Ascot will acquire all of the issued and outstanding common shares of IDM (" IDM Shares "), with each IDM shareholder receiving 0.675 of a common share of Ascot (each whole share, an " Ascot Share ") in exchange for one IDM Share held, by way of a plan of arrangement (the " Transaction ").
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
IDM announced that the Company entered into the Definitive Agreement with Ascot, pursuant to which Ascot will acquire all of the issued and outstanding IDM Shares, with each holder of IDM Shares (each, an " IDM Shareholder ") receiving 0.675 of an Ascot Share in exchange for one IDM Share held. Upon completion of the Transaction, IDM Shareholders will hold approximately 16.7% of the outstanding Ascot Shares. Each IDM warrant will be converted into an Ascot warrant per the terms of its warrant certificate and IDM stock options will be exchanged for replacement options under Ascot’s stock option plan or cancelled without payment in accordance with the plan of arrangement (the " Plan of Arrangement ").
The Definitive Agreement includes customary provisions, including non-solicitation, right to match, and fiduciary out provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Definitive Agreement provides for a C$2.0 million termination fee payable by IDM to Ascot in certain circumstances and a reciprocal expense reimbursement fee of C$500,000 payable under certain circumstances. The Transaction is expected to be completed by way of a court approved Plan of Arrangement under the Business Corporations Act (British Columbia) (the " Arrangement ") and will require the approval of (i) at least 66⅔% of the votes cast by IDM Securityholders (as defined in the Definitive Agreement); (ii) at least 66⅔% of the votes cast by IDM Shareholders, and (iii) if applicable, a majority of the votes cast by IDM Shareholders present in person or represented by proxy at the special meeting of IDM Securityholders (the " Meeting "), excluding, for this purpose, votes attached to IDM Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61101 – Protection of Minority Security Holders in Special Transactions .
Pursuant to the Definitive Agreement, Ascot has agreed to provide IDM with a C$3.35 million secured convertible bridge loan (the " Loan ") until closing of the Transaction. The Loan will have an interest rate of CDOR plus 9% per annum and is convertible into IDM Shares at C$0.0857 per IDM Share. If the Definitive Agreement is terminated, the Loan will become payable within 30 days or six months of termination, depending on the circumstances. If Ascot converts the Loan into IDM Shares, it will not vote its IDM Shares at the Meeting to approve the Transaction.
Closing of the Transaction is subject to IDM and Ascot each receiving the applicable regulatory approvals, including the TSX Venture Exchange (" TSXV "), approval from IDM Securityholders and the satisfaction of certain other closing conditions customary in transactions of this nature. Upon closing of the Transaction, the Ascot Shares (and former IDM Shares) will be listed on the TSXV, subject to approval.
Directors and officers of IDM along with IDM’s largest shareholder, holding in the aggregate 18.86% of the outstanding IDM Shares, have each entered into customary voting and support agreements to, amongst other things, vote in favour of the Transaction.
Raymond James Ltd. and Cormark Securities Inc. each provided a fairness opinion to IDM’s Special Committee and board of directors indicating that the Arrangement is fair from a financial point of view to IDM Shareholders subject to the assumptions, limitations and qualifications set out in such fairness opinion.
ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS
Not applicable.
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8.
EXECUTIVE OFFICER
Contact: Robert McLeod Telephone: (604) 681-5672
ITEM 9. DATE OF REPORT
This report is dated January 16, 2019.
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this material change report about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding anticipated benefits of the Transaction, the completion of the Transaction, the Loan and obtaining the necessary approvals for the Transaction are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators, and assumptions made with regard to: the Company's ability to complete the proposed Transaction; the Company's ability to complete its obligations under the Definitive Agreement as anticipated; the Company's ability to secure the necessary shareholder and securityholder approval of the Transaction; and the Company's and Ascot's ability to obtain the necessary legal and regulatory approvals, including the TSXV, to complete the Transaction. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from IDM’s expectations include risks associated with the business of IDM; risks related to the satisfaction or waiver of certain conditions to the closing of the Transaction; noncompletion of the Transaction; the Company not receiving the necessary approvals to complete the Transaction; the Company not receiving the necessary shareholder and securityholder approval for the Transaction; business and economic conditions in the mining industry generally; and other risk factors as detailed from time to time and additional risks identified in IDM’s filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. Investors should not place undue reliance on forward-looking statements.