Multi-listed SEMAFO has acquired Savary Gold Corp. by way of a three-cornered amalgamation.
Under the terms of the Transaction, Savary shareholders received 0.0336 SEMAFO common shares for each Savary common share.
Immediately before the Transaction, SEMAFO owned 39,533,333 Savary Shares through a wholly owned subsidiary, representing approximately 15.4% of the issued and outstanding Savary Shares on a non-diluted basis.
SEMAFO also owned through a wholly-owned subsidiary, warrants exercisable for up to 3,100,000 additional Savary Shares at an exercise price of $0.05 expiring on December 31, 2021.
Assuming the exercise in full of the Savary Warrants, SEMAFO would have owned 42,633,333 Savary Shares through a wholly-owned subsidiary, representing 16.67% of the then issued and outstanding Savary Shares on a partially-diluted basis.
As a result of the Transaction, SEMAFO acquired 49,932,740 common shares in the share capital of the company resulting from the Transaction, representing 100% of the issued and outstanding common shares of Amalco.
The exchange ratio under the Transaction implied consideration of C$0.10 per Savary Share, based on the closing price of the SEMAFO Shares on the Toronto Stock Exchange on February 8, 2019, and represented a premium of 100% based on the closing price of Savary Shares on the TSX Venture Exchange on February 8, 2019.
The transaction value was approximately C$22.7 million on a fully diluted in-the-money basis, representing 2.2% dilution to SEMAFO shareholders.
The transaction value (excluding SEMAFO’s existing 15.4% equity interest) was approximately C$22.7 million on a fully diluted in-the-money basis, representing 2.2% dilution to SEMAFO shareholders.
Further to the Transaction and the expected delisting of the Savary Shares from the TSX Venture Exchange, Amalco has applied to cease to be a reporting issuer in each of the applicable provinces of Canada.