TSX-V-listed capital pool company Galaxy Ventures has entered into a definitive amalgamation agreement with TruSilver Metals Corporation, which will result in Galaxy owning all of TruSilver’s securities through a three-cornered amalgamation and changing its name to TruSilver Metals Corporation.
Galaxy intends to have TruSilver’s business continue as a mineral exploration company focused on the exploration of its wholly-owned, royalty-fee Sturgis-Walton silver project, in Nova Scotia.
The Sturgis target on site is interpreted as a large, deep anomaly that may represent a potential feeder system to the historic Walton high-grade silver mine.
Pursuant to the definitive agreement, a Galaxy subsidiary will merge with TruSilver to form a new single amalgamated company, which will become a wholly-owned subsidiary of Galaxy.
Each outstanding common share of TruSilver, other than shares held by dissenting shareholders, will be exchanged for one common share of the resulting issuer (Galaxy), following completion of the Galaxy share consolidation.
Additionally, TruSilver convertible securities outstanding at the effective time will become exercisable for or convertible into common shares of the resulting issuer on the same terms and conditions, subject to the terms of such securities and the definitive agreement.
Since the transaction is anticipated to constitute an arm’s length qualifying transaction, it does not require the approval of Galaxy shareholders. The parties do, however, require approval of the merger by TruSilver shareholders.
Subject to the parties raising gross proceeds of at least $2.5-million and up to $5-million, plus a $150 000 over-allotment option, the resulting issuer is expected to have net cash of between $3-million and $5.5-million upon completion of the merger, which it plans to use for drilling and other exploration activity at Sturgis-Walton.
The proposed leadership team of the resulting issuer will include Michael Gross as president and CEO and Jim Michaelis as VP of exploration. Other board members will comprise William White, Peter Hancock (as nonexecutive chairperson) and Penny White.
