The Arrangement. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5: (a) each Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silver; (b) the authorized share structure of Vizsla Silver shall be altered by: (i) renaming and redesignating all of the issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; and (ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares"; (c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b); (d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for: (i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and (ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options; (e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price: (i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and (ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; (f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco; (g) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); and (h) the Notice of Articles of Vizsla Silver shall be amended to reflect the alterations in Section 3.1(g).
Appears in 1 contract
The Arrangement. Commencing at On the Effective TimeDate, the following shall will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver Spearmint or of Spinco, but subject to the provisions of Article 5:
4.1.1 The articles of Spearmint will be amended to authorize Spearmint to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “Common shares” in the amended articles) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares” in the amended articles).
4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange:
(a) The issue price for each Vizsla Silver Class 1 Reorganization Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease an amount equal to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for their Vizsla Silver Shares by Vizsla Silver;in this subsection.
(b) The Company will add to the authorized share structure of Vizsla Silver shall be altered by:
(i) renaming and redesignating all stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issued issue price thereof and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; and
(ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";$20,000.
(c) Vizsla Silver's Notice of Articles shall The issue price for each New Common Share will be amended an amount equal to reflect the alterations difference between (i) the fair market value for the Common Share for which it was, in Section 3.1(b);part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) each Vizsla Silver Option then outstanding The Company will add to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one the stated capital account maintained by it for the New Vizsla Silver Share having Common Shares an exercise price amount equal to the product amount by which the PUC of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco ShareCommon Shares, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange exchange, exceeds the stated capital account of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986Class 1 Reorganization Shares, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;determined above.
(e) each Vizsla Silver Warrant then outstanding shall be deemed The amounts to be amended added to entitle the Vizsla Silver Warrantholder to receivestated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, upon due exercise notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Vizsla Silver Warrant, for Common Shares at the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise time of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;exchange.
(f) each Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrantto such Shareholder. The holders name of the Vizsla Silver Class A Shares such Shareholder will be removed from the central securities register of Vizsla Silver as the holders of such Common Shares with respect to the Common Shares so exchanged and will be added to the central securities register registers of Vizsla Silver the holders of New Common Shares and Class 1 Reorganization Shares as the holders holder of the number of New Vizsla Silver Common Shares that they have received on and Class 1 Reorganization Shares, respectively, so issued to such Shareholder.
4.1.3 No share certificate representing the exchange set forth in this Section 3.1(f)Class 1 Reorganization Shares issued pursuant to 4.1.2(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2(c) will be evidenced by the existing share certificates representing the Common Shares which will be deemed for all purposes thereafter to be certificates representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A no share certificates representing such New Common Shares will be registered in issued to the name of the former holders of the Vizsla Silver Class A Common Shareholders.
4.1.4 The Common Shares exchanged for New Common Shares and Vizsla Silver Class 1 Reorganization Shares pursuant to section 4.1.2 will provide Spinco and its registrar be cancelled.
4.1.5 Each Shareholder will sell and transfer agent notice all of its Class 1 Reorganization Shares to make Spinco for consideration consisting solely of Spinco Common Shares issued by Spinco in accordance with the appropriate entries in Spinco Reorganization Ratio for the central securities register of Spinco;Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(ga) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used The issue price for purposes of the Tax Act) of the New Vizsla Silver Shares each Spinco Common Share will be an amount equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so sold will cease to be the holder of the Reorganization Shares so sold and transferred and will become the holder of Spinco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco Common Shares as the holder of the number of Spinco Common Shares so issued to such holder, and Spinco Warrants distributed pursuant will be and will be deemed to Section 3.1(f); andbe the transferee of Class 1 Reorganization Shares so transferred and the name of Spinco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to Spinco.
(h) 4.1.6 All of the Notice Class 1 Reorganization Shares owned by Spinco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by Spearmint to Spinco of Articles of Vizsla Silver shall the Spinco Working Capital and the Class 1 Reorganization Shares will be amended to reflect the alterations in Section 3.1(g)cancelled.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at the Effective Time, the following shall will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver Bearing or SpincoLions Bay, but subject to the provisions of Article 5:
(a) each Vizsla Silver Common Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting “Dissent Share"”) shall will be directly transferred and assigned by such Dissenting Shareholder to Vizsla SilverBearing, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Common Shares by Vizsla SilverBearing;
(b) the authorized share structure of Vizsla Silver shall Bearing will be altered by:
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Common Shares as "“Class A common shares without par value" ” and amending varying the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver “Class A Shares"”; and
(ii) creating a new class consisting of an unlimited number of "“common shares without par value" ” with terms and special rights and restrictions identical to those of the Vizsla Silver Common Shares immediately prior to the Effective Time, being the "“New Vizsla Silver Common Shares"”;
(c) Vizsla Silver's Bearing’s Notice of Articles shall will be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Common Share shall will be transferred and exchanged for:
(i) for one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Common Share having an the same exercise price equal to price, expiry date, vesting conditions and other terms and conditions as the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver OptionsOption;
(e) each Vizsla Silver Warrant then outstanding shall to acquire one Common Share will be deemed exchanged for one Replacement Warrant to be amended to entitle acquire one New Common Share having the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original same exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of , expiry date, vesting conditions and other terms and conditions as the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective TimeWarrant;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall will be exchanged for: :
(i) one New Vizsla Silver Common Share; and
(ii) 1/3 0.049921 of a Spinco Spin-Out Share; , and (iii) 1/3 of a Spinco Warrant. The the holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver Bearing as the holders of such and will be added to the central securities register of Vizsla Silver Bearing as the holders of the number of New Vizsla Silver Common Shares that they have received on the exchange set forth in this Section 3.1(f3.1(d), and the Spinco Spin-Out Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver Bearing will provide Spinco Lions Bay and its registrar and transfer agent notice to make the appropriate entries in the central securities register of SpincoLions Bay;
(g) all of the issued Vizsla Silver Class A Shares shall will be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares"Bearing, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Common Shares will be equal to that of the Vizsla Silver Common Shares immediately prior to the Effective Time less the fair market value of the Spinco Spin-Out Shares and Spinco Warrants distributed pursuant to Section 3.1(f3.1(d); and;
(h) the Class A Shares, none of which will be issued or outstanding once the steps in Section 3.1(e) to Section 3.1(g) are completed, will be cancelled and the authorized share structure of Bearing will be changed by eliminating the Class A Shares;
(i) the Notice of Articles of Vizsla Silver shall Bearing will be amended to reflect the alterations in Section 3.1(g3.1(h).
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at 4.1 On the Effective TimeDate, the following shall will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver 37 Cap, Spinco1 or SpincoSpinco2, but subject to the provisions of Article 5: The articles of 37 Cap will be amended to authorize 37 Cap to issue an unlimited number of Common Shares (to be re-designated as “Pre-arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “Common shares” in the amended articles), an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares” in the amended articles), an unlimited number of Class 2 Reorganization Shares (to be designated as “Class 2 Reorganization Shares” in the amended articles), and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the amended articles, with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.2 Each issued and outstanding Common Share, except those referred to in section 5, will be exchanged for one New Common Share, one Class 1 Reorganization Share and one Class 2 Reorganization Share. In connection with such exchange:
(a) The issue price for each Vizsla Silver Class 1 Reorganization Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease an amount equal to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for their Vizsla Silver Shares by Vizsla Silver;in this subsection.
(b) The Company will add to the authorized share structure stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of Vizsla Silver shall the issue price thereof and the amount of the Spinco1 Working Capital.
(c) The issue price for each Class 2 Reorganization Share will be altered by:an amount equal to the fair market value, as determined by the Directors, of one Class 2 Reorganization Share immediately following the exchange provided for in this subsection.
(d) The Company will add to the stated capital account maintained by it for the Class 2 Reorganization Shares the lesser of the issue price and the amount of the Spinco2 Working Capital.
(e) The issue price for each New Common Share will be an amount equal to the difference between
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending fair market value for the special rights and restrictions attached to those shares to provide the holders thereof with two votes Common Share for which it was, in respect of each share heldpart, being the "Vizsla Silver Class A Shares"exchanged immediately prior thereto; and
(ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms the amount determined in sections 4.2(a) and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";
(c4.2(c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;hereof.
(f) each The Company will add to the stated capital account maintained by it for the New Common Shares an amount equal to the amount by which the PUC of the Common Shares, immediately before the exchange, exceeds the stated capital account of the Class 1 Reorganization Shares and Class 2 Reorganization Shares, as determined above.
(g) The amounts to be added to the stated capital accounts maintained by the Company for the New Common Shares, Class 1 Reorganization Shares and Class 2 Reorganization Shares shall, notwithstanding paragraphs 4.2(b) and 4.2(d) above, not exceed the PUC of the Common Shares at the time of the exchange.
(h) Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares, Class 1 Reorganization Shares and Class 2 Reorganization Shares issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrantto such Shareholder. The holders name of the Vizsla Silver Class A Shares such Shareholder will be removed from the central securities register of Vizsla Silver as the holders of such Common Shares with respect to the Common Shares so exchanged and will be added to the central securities register registers of Vizsla Silver the holders of New Common Shares, Class 1 Reorganization Shares and Class 2 Reorganization Shares as the holders holder of the number of New Vizsla Silver Common Shares, Class 1 Reorganization Shares that they have received on and Class 2 Reorganization Shares, respectively, so issued to such Shareholder.
4.3 No share certificate representing the exchange set forth in this Section 3.1(f)Class 1 Reorganization Shares and Class 2 Reorganization Shares issued pursuant to 4.2(a) and 4.2(c) will be issued. The New Common Shares to be issued pursuant to paragraph 4.2(e) will be evidenced by the existing share certificates representing the Common Shares which will be deemed for all purposes thereafter to be certificates representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A no share certificates representing such New Common Shares will be registered in issued to the name of the former holders of the Vizsla Silver Common Shareholders.
4.4 The Common Shares exchanged for New Common Shares, Class A 1 Reorganization Shares and Vizsla Silver Class 2 Reorganization Shares pursuant to section 4.2 will provide Spinco and its registrar be cancelled.
4.5 Each Shareholder will sell and transfer agent notice all of its Class 1 Reorganization Shares to make Spinco1 for consideration consisting solely of Spinco1 Common Shares issued by Spinco1 on a one-for-one basis for the appropriate entries in the central securities register of Spinco;Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(ga) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used The issue price for purposes of the Tax Act) of the New Vizsla Silver Shares each Spinco1 Common Share will be an amount equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); andClass 1 Reorganization Share for which it was issued as consideration.
(hb) Each holder of Class 1 Reorganization Shares so sold will cease to be the Notice holder of Articles the Reorganization Shares so sold and transferred and will become the holder of Vizsla Silver shall Spinco1 Common Shares issued to such holder. The name of such holder will be amended removed from the register of holders of Class 1 Reorganization Shares with respect to reflect the alterations Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco1 Common Shares as the holder of the number of Spinco1 Common Shares so issued to such holder, and Spinco1 will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Spinco1 will be entered in Section 3.1(g)the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to Spinco1.
4.6 Each Shareholder will sell and transfer all of its Class 2 Reorganization Shares to Spinco2 for consideration consisting solely of Spinco2 Common Shares issued by Spinco2 on a one-for-one basis for the Class 2 Reorganization Shares so transferred. In connection with such sale and transfer:
(a) The issue price for each Spinco2 Common Share will be an amount equal to the fair market value of the Class 2 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 2 Reorganization Shares so sold will cease to be the holder of the Reorganization Shares so sold and transferred and will become the holder of Spinco2 Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 2 Reorganization Shares with respect to the Class 2 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco2 Common Shares as the holder of the number of Spinco2 Common Shares so issued to such holder, and Spinco2 will be and will be deemed to be the transferee of Class 2 Reorganization Shares so transferred and the name of Spinco2 will be entered in the register of holders of Class 2 Reorganization Shares as the holder of the number of Class 2 Reorganization Shares so sold and transferred to Spinco2.
4.7 All of the Class 1 Reorganization Shares owned by Spinco1 will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by 37 Cap to Spinco1 of the Spinco1 Working Capital and the Class 1 Reorganization Shares will be cancelled.
4.8 All of the Class 2 Reorganization Shares owned by Spinco2 will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by 37 Cap to Spinco2 of the Spinco2 Working Capital and the Class 2 Reorganization Shares will be cancelled.
Appears in 1 contract
The Arrangement. Commencing at At the Effective Time, the following shall occur and shall be deemed to occur in the following chronological order set out below without any further authorization, act or formality notwithstanding anything contained in formality, and with each event or transaction occurring and being deemed to occur immediately after the provisions attaching to any occurrence of the securities of Vizsla Silver immediately preceding event or Spinco, but subject to the provisions of Article 5transaction:
(a) each Vizsla Silver issued Tudor Share outstanding held by a Dissenting Shareholder will be acquired by ▇▇▇▇▇ in consideration for ▇▇▇▇▇ agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of which a Dissenting Shareholder has validly exercised histhe dissenting shares, her but in no case shall Tudor or its Dissent Rights (eachany other person be required to recognize such holders as holders of Tudor Shares after the Effective Time, a "Dissenting Share") and the names of such holders of Tudor Shares shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear deleted from the registers of any liens, charges and encumbrances holders of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than Tudor Shares at the right to be paid the fair value for their Vizsla Silver Shares by Vizsla SilverEffective Time;
(b) ▇▇▇▇▇ will transfer the Transferred Property to Goldstorm in consideration for the issuance by Goldstorm such number of Goldstorm Shares equal to the number of Tudor Shares outstanding as of the Distribution Record Date multiplied by the Conversion Factor (the “Distributed Goldstorm Shares”);
(c) to the extent not previously effected, the Goldstorm Shares will be listed for trading on the TSX Venture Exchange or other “designated stock exchange” (as defined in subsection 248(1) of the Tax Act);
(d) in the course of a reorganization of the capital of Tudor:
a. the authorized share structure capital of Vizsla Silver shall Tudor will be altered by:
(iA) renaming and redesignating all of the issued and unissued Vizsla Silver Tudor Shares as "“Class A” common shares (the “Old Tudor Shares”);
(B) attaching the rights, privileges, restrictions, and conditions to the Old Tudor Shares set out in Schedule A hereto;
(C) creating a new class of shares consisting of an unlimited number of common shares without par value" value (the “New Tudor Shares”);
(D) attaching the rights, privileges, restrictions, and amending conditions to the special rights New Tudor Shares set out in Schedule A hereto; and restrictions attached the Notice of Articles and the Articles of Tudor will be amended accordingly;
b. each issued Old Tudor Share held by a Shareholder (other than a Dissenting Shareholder) will be transferred to those shares to provide Tudor in exchange for:
(i) in the holders thereof with two votes in respect case of each share helda Participating Shareholder, being one New Tudor Share and such Participating Shareholder's pro rata portion (excluding Dissenting Shareholders) of all of the "Vizsla Silver Class A Goldstorm Shares then held by ▇▇▇▇▇, including the Distributed Goldstorm Shares"; and
(ii) creating in the case of any other Shareholder, one New Tudor Share;
c. the authorized capital of Tudor will be altered by eliminating the Old Tudor Shares from the authorized share structure of Tudor and deleting the rights, privileges, restrictions and conditions attached to the Old Tudor Shares, and the Notice of Articles and Articles of Tudor will be amended accordingly;
(e) each Tudor Stock Option outstanding immediately before the Effective Time will be exchanged for a new class consisting stock option to be issued by ▇▇▇▇▇ (a “New Tudor Stock Option”) having the same terms and conditions as the Tudor Stock Option for which it was exchanged, but being exercisable to acquire New Tudor Shares; and
(f) the terms of an unlimited the Tudor Warrant Certificates will be amended as necessary to provide that:
a. each holder of a Tudor Warrant outstanding immediately prior to the Effective Time will receive (and such holder will accept) upon the exercise of such holder’s Tudor Warrant, in lieu of each Tudor Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of "common shares without par value" with terms and special rights and restrictions identical New Tudor Shares which the holder would have been entitled to those receive as a result of the Vizsla Silver Shares transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, being such holder had been the "New Vizsla Silver Shares";
(c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product registered holder of the original exercise price number of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option Tudor Shares to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, which such holder was theretofore entitled upon due exercise of the Vizsla Silver Tudor Warrants;
b. each holder of a Participating Tudor Warrant, will also receive (and such holder will accept) upon the exercise of such holder's Participating Tudor Warrant, and for the original exercise price:
(i) one same aggregate consideration payable therefor, and in addition to the New Vizsla Silver Share for each Vizsla Silver Share that was Tudor Shares issuable upon due exercise under Section 3.01(f)(a), the number of Goldstorm Shares which the holder would have been entitled to receive as a result of the Vizsla Silver Warrant transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Tudor Shares to which such holder was theretofore entitled upon exercise of the applicable Participating Tudor Warrant; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise c. the Tudor Warrants will otherwise continue to be governed by and be subject to the terms of the Vizsla Silver Tudor Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco WarrantCertificates. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as For greater clarity, the holders of the number Non-Participating Tudor Warrants will not be eligible to receive Goldstorm Shares upon exercise of New Vizsla Silver Shares that they have received on the exchange set forth such Non-Participating Tudor Warrants. The exchanges, cancellations and steps provided for in this Section 3.1(f)3.01 shall be deemed to occur on the Effective Date in the sequential order set forth above, and the Spinco Shares and Spinco Warrants transferred to the then holders notwithstanding that certain of the Vizsla Silver Class A Shares will procedures related thereto may not be registered completed until after the Effective Time. The board of directors of Tudor may, in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice absolute discretion, determine whether or not to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled proceed with the appropriate entries being made in Arrangement without further approval, ratification or confirmation by the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); and
(h) the Notice of Articles of Vizsla Silver shall be amended to reflect the alterations in Section 3.1(g)Shareholders.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at On the Effective TimeDate, the following shall will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver Cascadia or of Spinco, but subject to the provisions of Article 5:
4.1.1 The articles of Cascadia will be amended to authorize Cascadia to issue an unlimited number of Common Shares (to be re‐designated as “Pre‐arrangement common shares” in the amended articles), an unlimited number of New Common Shares (to be designated as “Common shares” CW7627012.1 in the amended articles) and an unlimited number of Class 1 Reorganization Shares (to be designated as “Class 1 Reorganization Shares” in the amended articles).
4.1.2 Each issued and outstanding Common Share, except those referred to in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with such exchange:
(a) The issue price for each Vizsla Silver Class 1 Reorganization Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease an amount equal to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value market value, as determined by the Directors, of one Class 1 Reorganization Share immediately following the exchange provided for their Vizsla Silver Shares by Vizsla Silver;in this subsection.
(b) The Company will add to the authorized share structure of Vizsla Silver shall be altered by:
(i) renaming and redesignating all stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the issued issue price thereof and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; and
(ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";$58,870.
(c) Vizsla Silver's Notice of Articles shall The issue price for each New Common Share will be amended an amount equal to reflect the alterations difference between (i) the fair market value for the Common Share for which it was, in Section 3.1(b);part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) each Vizsla Silver Option then outstanding The Company will add to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one the stated capital account maintained by it for the New Vizsla Silver Share having Common Shares an exercise price amount equal to the product amount by which the PUC of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco ShareCommon Shares, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange exchange, exceeds the stated capital account of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986Class 1 Reorganization Shares, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;determined above.
(e) each Vizsla Silver Warrant then outstanding shall be deemed The amounts to be amended added to entitle the Vizsla Silver Warrantholder to receivestated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, upon due exercise notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Vizsla Silver Warrant, for Common Shares at the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise time of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;exchange.
(f) each Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrantto such Shareholder. The holders name of the Vizsla Silver Class A Shares such Shareholder will be removed from the central securities register of Vizsla Silver as the holders of such Common Shares with respect to the Common Shares so exchanged and will be added to the central securities register registers of Vizsla Silver the holders of New Common Shares and Class 1 Reorganization Shares as the holders holder of the number of New Vizsla Silver Common Shares that they have received on and Class 1 Reorganization Shares, respectively, so issued to such Shareholder.
4.1.3 No share certificate representing the exchange set forth in this Section 3.1(f)Class 1 Reorganization Shares issued pursuant to 4.1.2
(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2(c) will be evidenced by the existing share certificates representing the Common Shares which will be deemed for all purposes thereafter to be certificates representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A no share certificates representing such New Common Shares will be registered in issued to the name of the former holders of the Vizsla Silver Class A Common Shareholders.
4.1.4 The Common Shares exchanged for New Common Shares and Vizsla Silver Class 1 Reorganization Shares pursuant to section 4.1.2 will provide Spinco and its registrar be cancelled.
4.1.5 Each Shareholder will sell and transfer agent notice all of its Class 1 Reorganization Shares to make Spinco for consideration consisting solely of Spinco Common Shares issued by Spinco in accordance with CW7627012.1 the appropriate entries in Spinco Reorganization Ratio for the central securities register of Spinco;Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(ga) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used The issue price for purposes of the Tax Act) of the New Vizsla Silver Shares each Spinco Common Share will be an amount equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the fractional Class 1 Reorganization Share for which it was issued as consideration.
(b) Each holder of Class 1 Reorganization Shares so sold will cease to be the holder of the Reorganization Shares so sold and transferred and will become the holder of Spinco Common Shares issued to such holder. The name of such holder will be removed from the register of holders of Class 1 Reorganization Shares with respect to the Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Spinco Common Shares as the holder of the number of Spinco Common Shares so issued to such holder, and Spinco Warrants distributed pursuant will be and will be deemed to Section 3.1(f); andbe the transferee of Class 1 Reorganization Shares so transferred and the name of Spinco will be entered in the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to Spinco.
(h) 4.1.6 All of the Notice Class 1 Reorganization Shares owned by Spinco will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by Cascadia to Spinco of Articles of Vizsla Silver shall the Spinco Working Capital and the Class 1 Reorganization Shares will be amended to reflect the alterations in Section 3.1(g)cancelled.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at At the Effective Time, the following shall events and transactions set out in Subsections (a) to (e), inclusive, will occur and be deemed to occur occur, unless otherwise provided, in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5:
(a) each Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silverset out below, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoeverformality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction, and the exchanges, cancellations and steps provided for in this Section 2.2 shall be deemed to occur on the Effective Date notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time:
(a) Pursuant to the Asset Purchase Agreement, Nextech will be cancelled transfer all of the Spinout Assets and cease Spinout Liabilities to be outstanding Spinco in consideration for the issuance by Spinco of such number of fully-paid and non-assessable SpinCo Shares to Nextech such Dissenting Shareholders will cease that immediately after the foregoing issuance Nextech shall hold an aggregate of 16,000,000 Spinco Shares (together with the 100 Spinco Shares held immediately prior to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silverforegoing issuance);
(b) Nextech shall undertake a reorganization of capital within the meaning of Section 86 of the ITA as follows, with the following steps occurring in the following order:
(i) Nextech's authorized share structure of Vizsla Silver shall capital and its Articles will be altered by:
(iA) renaming and redesignating all of the issued and unissued Vizsla Silver Nextech Common Shares as "Nextech Class A common shares without par value" Common Shares;
(B) providing the rights, privileges, restrictions and amending the special rights and restrictions conditions attached to those the Nextech Class A Common Shares are as follows:
(1) to vote at all meetings of shareholders of Nextech except meetings at which only holders of a specified class of shares are entitled to provide vote and to be entitled to two votes for each Nextech Class A Common Share held;
(2) to receive, subject to the rights of the holders thereof with two votes in respect of each share heldanother class of shares, being the "Vizsla Silver Class A Shares"any dividend declared by Nextech; and
(ii3) to receive, pari passu with the Nextech New Shares (as defined below), and subject to the rights of the holders of another class of shares, the remaining property of Nextech on the liquidation, dissolution or winding up of Nextech, whether voluntary or involuntary;
(C) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being value (the "Nextech New Vizsla Silver Shares";
(c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(dD) each Vizsla Silver Option then outstanding providing that the rights, privileges, restrictions and conditions attached to acquire one Vizsla Silver Share shall be transferred and exchanged forthe Nextech New Shares are as follows:
(i1) to vote at all meetings of shareholders of Nextech except meetings at which only holders of a specified class of shares are entitled to vote and to be entitled to one Vizsla Silver Replacement Option vote for each Nextech New Share held;
(2) to acquire one New Vizsla Silver Share having an exercise price equal receive, subject to the product rights of the original exercise price holders of the Vizsla Silver Option multiplied another class of shares, any dividend declared by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective TimeNextech; and
(ii3) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise pari passu with the Nextech Class A Common Shares, and subject to the rights of the Vizsla Silver Warrantholders of another class of shares, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise remaining property of Nextech on the Vizsla Silver Warrant immediately prior to the Effective Time; andliquidation, dissolution or winding up of Nextech, whether voluntary or involuntary;
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) Nextech Shareholder will exchange each issued and outstanding Vizsla Silver Nextech Class A Common Share outstanding on the Share Distribution Record Date shall be exchanged for: held immediately following step 2.2(b)(i) above for (iA) one Nextech New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; , and (iiiB) 1/3 such Nextech Shareholder’s pro rata share of a an aggregate of 4,000,000 Spinco Warrant. The holders of the Vizsla Silver Class A Shares will to be removed from the central securities register of Vizsla Silver as the holders of distributed amongst all Nextech Shareholders, and such and will Nextech Shareholders shall cease to be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Nextech Class A Common Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spincoso exchanged;
(giii) all the aggregate amount added to the stated capital of the Nextech New Shares issued Vizsla Silver Class A Shares pursuant to Section 2.2(b)(ii) above shall be cancelled with equal to the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered amount if any, by eliminating the "Vizsla Silver Class A Shares", and which (A) the aggregate paid-up capital (as that term is used defined for the purposes of the Tax ActITA) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Nextech Class A Common Shares immediately prior to the Effective Time less step 2.2(b)(ii), exceeds (B) the fair market value of the Spinco Shares distributed to the Nextech Shareholders; and
(iv) the authorized share capital of Nextech shall be amended to delete the Nextech Class A Common Shares, none of which will be issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the Nextech Class A Common Shares. No fractional shares will be issued and Nextech Shareholders will not receive any compensation in lieu thereof. The name of each Nextech Shareholder who is so deemed to exchange his, her or its Nextech Class A Common Shares, shall be removed from the securities register of Nextech Class A Common Shares with respect to the Nextech Class A Common Shares so exchanged and shall be added to the securities registers of Nextech New Shares and Spinco Shares as the holder of the number of Nextech New Shares and Spinco Shares deemed to have been received on the exchange;
(c) each FinanceCo Share held by a Dissenting FinanceCo Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, to Spinco for cancellation and thereupon each Dissenting FinanceCo Shareholder shall have the rights set out in Section 3.1; and
(i) such Dissenting FinanceCo Shareholders shall cease to be registered holders of such FinanceCo Shares and the names of such registered holders shall be removed from the register of FinanceCo Shareholders; and
(ii) such Dissenting FinanceCo Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such FinanceCo Shares in accordance with this Section 2.2(c);
(d) the Amalgamation will be completed and FinanceCo and Subco will continue as Amalco on the following terms:
(i) the name of Amalco shall be such numbered name as may be assigned by the applicable regulatory authorities;
(ii) the property, rights and interests of each FinanceCo and Subco shall continue to be the property, rights and interests of Amalco;
(iii) Amalco shall continue to be liable for the obligations of each of FinanceCo and Subco;
(iv) the Articles of Subco shall be the Articles of Amalco;
(v) each FinanceCo Share held by a FinanceCo Shareholder other than a Dissenting FinanceCo Shareholder, and each FinanceCo Warrant, will be exchanged for one Spinco Share and one Spinco Warrant, respectively, provided that no fractional securities will be issued and FinanceCo Shareholders and holders of FinanceCo Warrants distributed pursuant will not receive any compensation in lieu thereof;
(vi) with respect to each FinanceCo Share and FinanceCo Warrant transferred and assigned in accordance with section 2.2(d)(v) hereof:
(A) the registered holder thereof shall cease to be the registered holder of such FinanceCo Share and/or FinanceCo Warrant, as applicable, and the name of such registered holder shall be removed from the register of FinanceCo Shareholders and/or holders of FinanceCo Warrants, as applicable; and
(B) the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such FinanceCo Share and FinanceCo Warrant, as applicable, in accordance with section 2.2(d)(v) hereto;
(vii) the Subco Shares will be exchanged for ▇▇▇▇▇▇ ▇▇▇▇▇▇ on the basis of one Amalco Share for each one Subco Share;
(viii) in consideration for Spinco’s issuance of Spinco Shares referenced in section 2.2(d)(v), Amalco shall issue to Spinco one Amalco Share for each Spinco Share issued by Spinco under section 2.2(d)(v);
(ix) any existing cause of action, claim or liability to prosecution with respect to either or both of Subco and FinanceCo shall be unaffected;
(x) any civil, criminal or administrative action or proceeding pending by or against any of Subco or FinanceCo may be continued to be prosecuted by or against Amalco;
(xi) any conviction against, or ruling, order or judgment in favour of or against, any of Subco or FinanceCo may be enforced by or against Amalco;
(xii) FinanceCo Shares which are held by a Dissenting FinanceCo Shareholder shall not be exchanged as prescribed by Section 3.1(f2.2(d)(v). However, if a Dissenting FinanceCo Shareholder fails to perfect or effectively withdraws its claim under section 238 of the Business Corporations Act or forfeits its right to make a claim under section 238 of the Business Corporations Act or if its rights as a FinanceCo Shareholder are otherwise reinstated, such FinanceCo Shareholder’s FinanceCo Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by Section 2.2(d)(v); and
(hxiii) the Notice board of Articles directors of Vizsla Silver Amalco shall be amended to reflect comprised of a minimum of one and a maximum of 10 directors, and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be appointed as the alterations in Section 3.1(g)first director of Amalco.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at On the Effective TimeDate, the following shall occur and be deemed to occur in the following chronological order without any further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5formality:
(a) each Vizsla Silver Share the outstanding in respect Poda Shares will be subdivided such that the number of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") Poda Shares outstanding immediately following such subdivision shall be directly transferred equal to the number of issued and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights Invictus Shares as Shareholders other than at the right to be paid the fair value for their Vizsla Silver Shares by Vizsla SilverEffective Date;
(b) the authorized share structure capital of Vizsla Silver shall Invictus will be altered amended by:
(i) renaming and redesignating all the elimination of the issued and unissued Vizsla Silver Invictus Class A Preferred Shares as from the authorized share structure of Invictus;
(ii) the alteration of the Invictus Shares by changing their identifying name to "Class A A" common shares (the "Old Invictus Shares"); and
(iii) the creation of an unlimited number of common shares without par value" and amending value (the "New Invictus Shares") having attached thereto the special rights and restrictions attached to those shares to provide set out in Schedule A hereto, and the holders thereof with two votes in respect Notice of each share held, being Articles and the "Vizsla Silver Class A Shares"; andArticles of Invictus will be amended accordingly;
(iic) creating each Invictus Stock Option outstanding immediately before the Effective Date will be exchanged for:
(i) a new class consisting stock option to be issued by Invictus (a "New Invictus Stock Option") pursuant to which:
(A) the holder of an unlimited the New Invictus Stock Option will be entitled to acquire, upon exercise of the New Invictus Stock Option, that number of "common shares without par value" with terms and special rights and restrictions identical New Invictus Shares which the holder would have been entitled to those receive as a result of the Vizsla Silver Shares transactions contemplated by this Plan of Arrangement, if immediately prior to the Effective Time, being such holder had been the "New Vizsla Silver Shares";registered holder of the number of Invictus Shares to which such holder was therefore entitled upon exercise of the Invictus Stock Option; and
(cB) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price per New Invictus Share will be equal to the product of of: (1) the original exercise price of the Vizsla Silver Invictus Stock Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at determined immediately before the Effective Time; and
and (ii2) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of proportion that the fair market value of one New Vizsla Silver Invictus Share and 1/3 determined immediately after the Effective Time is of the Aggregate Value; and
(ii) a Spinco Share at stock option to be issued by Poda (a "Poda Stock Option") pursuant to which:
(A) the holder of the Poda Stock Option will be entitled to acquire, upon exercise of the Poda Stock Option, that number of Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, provided such holder had been the registered holder of the number of Invictus Shares to which such holder was theretofore entitled upon exercise of the Invictus Stock Option; and
(B) the exercise price per Poda Share will be equal to the product of: (1) the exercise price of the Invictus Stock Option determined immediately before the Effective Time; and (2) the proportion that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount fair market value of the Vizsla Silver Replacement Option and the Spinco Option one Poda Share determined immediately after the exchange does not exceed the In the Money Amount immediately before the exchange Effective Time is of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amendedAggregate Value. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Optionsan Invictus Stock Option for a New Invictus Stock Option and a Poda Stock Option. Therefore, in the event that the aggregate of:
(1) the New Invictus Stock Option In-The-Money Amount in respect of an Invictus Stock Option; and
(2) the Poda Stock Option In-The-Money Amount in respect of an Invictus Stock Option exceeds the Old Invictus Stock Option In-The-Money Amount in respect of the Invictus Stock Option, the number of (i) New Invictus Shares which may be acquired on exercise of the New Invictus Stock Option at and after the Effective Time, and (ii) Poda Shares which may be acquired on exercise of the Poda Stock Option at and after the Effective Time, will be adjusted accordingly with effect at and from the Effective Time to ensure that the aggregate of the (i) New Invictus Stock Option In-The-Money Amount in respect of an Invictus Stock Option, and (ii) the Poda Stock Option In-The-Money Amount in respect of an Invictus Stock Option does not exceed the Old Invictus Stock Option-In The Money Amount in respect of the Invictus Stock Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. Except as set out above and herein, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the New Invictus Stock Options and Poda Stock Options will otherwise be unchanged from those contained in or otherwise applicable to the related Invictus Stock Option except that:
(A) all Poda Stock Options issued hereunder shall vest and become exercisable in full on the Effective Date; and
(B) the holders of Poda Stock Options will not be entitled, on exercise, to receive Poda Shares if such Poda Stock Options are exercised (1) more than one year following the Effective Date of the Arrangement in the event the holder is not eligible to participate in Poda’s stock option plan following the Effective Date; or (2) more than 90 days (or 30 days if the holder was engaged in Investor Relations Activities, as such term is defined in the stock option plan of Poda) following the date on which such holder, following the completion of the Arrangement, ceases to be eligible to participate in Poda's stock option plan; and (3) all Poda Stock Options issued hereunder shall otherwise be governed by and subject to the terms of the Poda's stock option plan);
(ed) each Vizsla Silver Warrant then outstanding shall issued Invictus Share held by a Shareholder (other than a Dissenting Shareholder) will be deemed transferred to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise priceInvictus in exchange for:
(i) one New Vizsla Silver Invictus Share; and
(ii) one Poda Share;
(e) each issued Invictus Share held by a Dissenting Shareholder will be acquired by Invictus in consideration for Invictus agreeing to pay the amount to be paid as determined in accordance with Article 4 of this Plan of Arrangement in respect of the dissenting shares;
(f) the authorized capital of Invictus will be amended by eliminating the Old Invictus Shares from the authorized share structure of Invictus and the Notice of Articles and Articles of Invictus will be amended accordingly;
(g) in accordance with the terms of the Invictus Warrant Certificates, (A) each Vizsla Silver Share that was issuable holder of an Invictus Warrant outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon due the exercise of such holder's Invictus Warrant, in lieu of each Invictus Share to which such holder was theretofore entitled upon such exercise and for the Vizsla Silver Warrant same aggregate consideration payable therefor, the number of New Invictus Shares and Poda Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of , such holder had been the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders registered holder of the number of New Vizsla Silver Invictus Shares that they have received on to which such holder was theretofore entitled upon exercise of the exchange set forth in this Section 3.1(f), Invictus Warrants; and the Spinco Shares (B) such Invictus Warrant shall continue to be governed by and Spinco Warrants transferred be subject to the then holders terms of the Vizsla Silver Class A Shares will be registered Invictus Warrant Certificates. The board of directors of Invictus may, in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice absolute discretion, determine whether or not to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled proceed with the appropriate entries being made in Arrangement without further approval, ratification or confirmation by the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); and
(h) the Notice of Articles of Vizsla Silver shall be amended to reflect the alterations in Section 3.1(g)Shareholders.
Appears in 1 contract
Sources: Arrangement Agreement (Invictus MD Strategies Corp.)
The Arrangement. Commencing at On the Effective TimeDate, the following shall will occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver Cannabix or Spincoof Torino, but subject to the provisions of Article 5:
(a) each Vizsla Silver Share outstanding in respect 4.1.1 The articles of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and Cannabix will be cancelled and cease amended to authorize Cannabix to issue an unlimited number of Common Shares (to be outstanding and such Dissenting Shareholders will cease to have any rights re‐designated as Shareholders other than “Pre‐arrangement common shares” in the right amended articles), an unlimited number of New Common Shares (to be paid designated as “Common shares” in the fair value for their Vizsla Silver amended articles) and an unlimited number of Class 1 Reorganization Shares by Vizsla Silver;
(bto be designated as “Class 1 Reorganization Shares” in the amended articles) and an unlimited number of preferred shares (to be designated as “Preferred Shares” in the authorized share structure of Vizsla Silver shall be altered by:
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending amended articles, with the special rights and restrictions substantially in the form as set out in Exhibit 2 to the Arrangement Agreement attached hereto.
4.1.2 Each issued and outstanding Common Share, except those referred to those shares to provide the holders thereof in section 5.1, will be exchanged for one New Common Share and one Class 1 Reorganization Share. In connection with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; andsuch exchange:
(iia) creating a new class consisting The issue price for each Class 1 Reorganization Share will be an amount equal to the fair market value, as determined by the Directors, of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical one Class 1 Reorganization Share immediately following the exchange provided for in this subsection.
(b) The Company will add to those the stated capital account maintained by it for the Class 1 Reorganization Shares the lesser of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";issue price thereof and $162,230.
(c) Vizsla Silver's Notice of Articles shall The issue price for each New Common Share will be amended an amount equal to reflect the alterations difference between (i) the fair market value for the Common Share for which it was, in Section 3.1(b);part, exchanged immediately prior thereto and (ii) the amount determined in section 4.1.2(a) hereof.
(d) each Vizsla Silver Option then outstanding The Company will add to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one the stated capital account maintained by it for the New Vizsla Silver Share having Common Shares an exercise price amount equal to the product amount by which the PUC of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco ShareCommon Shares, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange exchange, exceeds the stated capital account of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986Class 1 Reorganization Shares, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;determined above.
(e) each Vizsla Silver Warrant then outstanding shall be deemed The amounts to be amended added to entitle the Vizsla Silver Warrantholder to receivestated capital accounts maintained by the Company for the New Common Shares and Class 1 Reorganization Shares shall, upon due exercise notwithstanding paragraph 4.1.2(b) above, not exceed the PUC of the Vizsla Silver Warrant, for Common Shares at the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise time of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;exchange.
(f) each Each Shareholder will cease to be the holder of the Common Shares so exchanged and will become the holder of New Common Shares and Class 1 Reorganization Shares issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrantto such Shareholder. The holders name of the Vizsla Silver Class A Shares such Shareholder will be removed from the central securities register of Vizsla Silver as the holders of such Common Shares with respect to the Common Shares so exchanged and will be added to the central securities register registers of Vizsla Silver the holders of New Common Shares and Class 1 Reorganization Shares as the holders holder of the number of New Vizsla Silver Common Shares that they have received on and Class 1 Reorganization Shares, respectively, so issued to such Shareholder.
4.1.3 No share certificate representing the exchange set forth in this Section 3.1(f)Class 1 Reorganization Shares issued pursuant to 4.1.2
(a) will be issued. The New Common Shares to be issued pursuant to paragraph 4.1.2(c) will be evidenced by the existing share certificates representing the Common Shares which will be deemed for all purposes thereafter to be certificates representing New Common Shares to which the holder is entitled pursuant to the Arrangement, and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A no share certificates representing such New Common Shares will be registered in issued to the name of the former holders of the Vizsla Silver Class A Common Shareholders.
4.1.4 The Common Shares exchanged for New Common Shares and Vizsla Silver Class 1 Reorganization Shares pursuant to section 4.1.2 will provide Spinco and its registrar be cancelled.
4.1.5 Each Shareholder will sell and transfer agent notice all of its Class 1 Reorganization Shares to make Torino for consideration consisting solely of Torino Common Shares issued by Torino in accordance with the appropriate entries in Torino Reorganization Ratio for the central securities register of Spinco;Class 1 Reorganization Shares so transferred. In connection with such sale and transfer:
(ga) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used The issue price for purposes of the Tax Act) of the New Vizsla Silver Shares each Torino Common Share will be an amount equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); andfractional Class 1 Reorganization Share for which it was issued as consideration.
(hb) Each holder of Class 1 Reorganization Shares so sold will cease to be the Notice holder of Articles the Reorganization Shares so sold and transferred and will become the holder of Vizsla Silver shall Torino Common Shares issued to such holder. The name of such holder will be amended removed from the register of holders of Class 1 Reorganization Shares with respect to reflect the alterations Class 1 Reorganization Shares so sold and transferred and will be added to the register of holders of Torino Common Shares as the holder of the number of Torino Common Shares so issued to such holder, and Torino will be and will be deemed to be the transferee of Class 1 Reorganization Shares so transferred and the name of Torino will be entered in Section 3.1(g)the register of holders of Class 1 Reorganization Shares as the holder of the number of Class 1 Reorganization Shares so sold and transferred to Torino.
4.1.6 All of the Class 1 Reorganization Shares owned by Torino will be redeemed for their aggregate redemption value and such redemption value will be satisfied in full by the transfer by Cannabix to Torino of the Property and the Torino Working Capital and the Class 1 Reorganization Shares will be cancelled.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at At the Effective Time, the following shall events and transactions set out in subsections (a) to (d), inclusive, will occur and be deemed to occur occur, unless otherwise provided, in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5:
(a) each Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silverset out below, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoeverformality, and with each event or transaction occurring and being deemed to occur immediately after the occurrence of the immediately preceding event or transaction:
(a) pursuant to the Asset Purchase Agreement, CME will be cancelled transfer all of the Spinout Assets and cease Spinout Liabilities to be outstanding Spinco in consideration for the issuance of 4,300,000 fully-paid and such Dissenting Shareholders will cease non-assessable Spinco Shares to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Shares by Vizsla SilverCME;
(b) CME shall undertake a reorganization of capital within the meaning of Section 86 of the ITA as follows, with the following steps occurring in the following order:
(i) CME’s authorized share structure of Vizsla Silver shall capital and its Articles will be altered by:
(i) A. renaming and redesignating all of the issued and unissued Vizsla Silver CME Common Shares as "CME Class A common shares without par value" Common Shares;
B. providing that the rights, privileges, restrictions and amending the special rights and restrictions conditions attached to those the CME Class A Common Shares are as follows:
(1) to two votes at all meetings of shareholders of CME except meetings at which only holders of a specified class of shares are entitled to provide vote and shall be entitled to one vote for each common share held;
(2) to receive, subject to the rights of the holders thereof with two votes in respect of each share heldanother class of shares, being the "Vizsla Silver Class A Shares"any dividend declared by CME; and
(ii3) to receive, pari passu with the CME New Shares (as defined below), and subject to the rights of the holders of another class of shares, the remaining property of CME on the liquidation, dissolution or winding up of CME, whether voluntary or involuntary;
C. creating a new class consisting of an unlimited number of "common shares without par value" with terms value (the “CME New Shares”);
D. providing that the rights, privileges, restrictions and special conditions attached to the CME New Shares are as follows:
(1) to vote at all meetings of shareholders of CME except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held;
(2) to receive, subject to the rights and restrictions identical to those of the Vizsla Silver holders of another class of shares, any dividend declared by CME; and
(3) to receive, pari passu with the CME Class A Common Shares, and subject to the rights of the holders of another class of shares, the remaining property of CME on the liquidation, dissolution or winding up of CME, whether voluntary or involuntary;
(ii) each CME Shareholder will exchange each CME Class A Common Share held at the Effective Time for (A) one CME New Share, and (B) a number of Spinco Shares equal to 4,300,000 divided by the total number of CME Common Shares issued and outstanding immediately prior to the Effective Time, being and such CME Shareholders shall cease to be the "New Vizsla Silver Shares"holders of the CME Class A Common Shares so exchanged;
(ciii) Vizsla Silver's Notice the authorized share capital of Articles shall CME will be amended to reflect delete the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding CME Class A Common Shares, none of which will be issued and outstanding, and to acquire one Vizsla Silver Share shall be transferred delete the rights, privileges, restrictions and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal conditions attached to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective TimeCME Class A Common Shares; and
(iiiv) one Spinco Option the aggregate amount added to acquire 1/3 the stated capital of a Spinco Share, each whole Spinco Option having an exercise price the CME New Shares issued pursuant to Section 2.2(b)(ii) above shall be equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, amount if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4by which (A) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used defined for the purposes of the Tax ActITA) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver CME Class A Common Shares immediately prior to the Effective Time less Time, exceeds (B) the fair market value of the Spinco Shares distributed to the CME Shareholders. No fractional shares will be issued and CME Shareholders will not receive any compensation in lieu thereof. The name of each CME Shareholder who is so deemed to exchange his, her or its CME Class A Common Shares, shall be removed from the securities register of CME Class A Common Shares with respect to the CME Class A Common Shares so exchanged and shall be added to the securities registers of CME New Shares and Spinco Shares as the holder of the number of CME New Shares and Spinco Shares deemed to have been received on the exchange;
(c) each CME Warrantholder will be deemed to dispose of the Exercise Price Proportion of the exercise price of such holder’s CME Warrants distributed to Spinco and the remaining portion to CME, and as sole consideration therefor: (i) Spinco will notionally grant Spinco Replacement Warrants to the CME Warrantholder; and (ii) CME will notionally grant CME Replacement Warrants to the holder (collectively, the “Warrant Exchange”), such that, for each CME Common Share that the CME Warrantholder would have been entitled to acquire pursuant to Section 3.1(fa CME Warrant (and the terms of the CME Warrant certificate), the CME Warrantholder will instead be entitled to acquire: (i) one CME New Share; and (ii) the number of Spinco Shares equal to 4,300,000 divided by the total number of CME Common Shares issued and outstanding immediately prior to the Effective Time . For greater certainty, a CME Warrantholder will receive no consideration for the notional exchange of such CME Warrants for CME Replacement Warrants and Spinco Replacement Warrants. The original exercise price of a holder’s CME Warrants will be allocated to the CME Replacement Warrants and the Spinco Replacement Warrants notionally acquired by the holder pursuant to the Warrant Exchange such that an amount equal to the Exercise Price Proportion of such upon exercise of the CME Warrant, the original exercise price (rounded up to the nearest whole cent) will be payable by the holder to Spinco and an amount equal to the remainder of such original exercise price (rounded up to the nearest whole cent) will be payable by the holder to CME under; and
(hd) CME will surrender to Spinco for cancellation, the Notice of Articles of Vizsla Silver 100 Spinco Shares held by CME, the exchanges, cancellations and steps provided for in this Section 2.2 shall be amended deemed to reflect occur on the alterations in Section 3.1(g)Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at On the Effective TimeDate, the following shall ---------------- occur and be deemed to occur in the following chronological order order, without any further act or formality notwithstanding anything contained in formality, and with each transaction or event being deemed to occur immediately after the provisions attaching to any occurrence of the securities of Vizsla Silver transaction or Spincoevent next preceding it, but subject to the provisions of Article 54: Effective as of the Effective Time: REORGANIZATION OF ABSTRACT AND SHARE EXCHANGE WITH NEWCO:
(a) each Vizsla Silver Share outstanding The Memorandum and Articles of Abstract will be amended as set out in respect of which a Dissenting Shareholder has validly exercised hisAppendix I, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder so as to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoeverinclude the share provisions set forth in Section 3 thereof, and the Memorandum and Articles of Newco will be cancelled and cease created as set out in Appendix II, so as to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than create the right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silvershare provisions set forth in Section 3 thereof;
(b) the authorized share structure of Vizsla Silver shall be altered by:
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; and
(ii) creating a new class consisting of an unlimited number of "common shares without par value" with terms and special rights and restrictions identical to those of the Vizsla Silver Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";
(c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Each Exchangeable Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on at the Share Distribution Record Date Effec- tive Time (including any treasury shares held by the Corpora- tion in itself) shall be exchanged for: (i) for one New Vizsla Silver Abstract Common Share and one Abstract Preferred Share; (ii) 1/3 . Each Abstract Share- holder will cease to be the holder of a Spinco Share; the Exchangeable Shares so converted and (iii) 1/3 shall become the holder of a Spinco Warrantthe number of Abstract Common Shares and Abstract Preferred Shares issued to such Abstract Shareholder. The holders name of such Abstract Share- holder (including the Vizsla Silver Class A Shares Corporation, to the extent that it holds any treasury shares in itself) will be removed from the central securities register regis- ter of Vizsla Silver as shareholders of Exchangeable Shares with respect to the holders of such Exchangeable Shares so converted and will be added to the central securities register registers of Vizsla Silver shareholders of Abstract Common Shares and Abstract Preferred Shares as the holders holder of the number of New Vizsla Silver Abstract Common Shares and Abstract Preferred Shares, respec- tively, so issued to such Abstract Shareholder. The Corpora- tion may elect to have the provisions of subsection 85(1) of the ITA apply to the exchange of any treasury shares which the Corporation holds in itself immediately prior to the Arrange- ment for Abstract Common Shares and Abstract Preferred Shares. Should any competent taxing authority at any time issue or propose to issue any assessment or assessments that they have received impose or would impose any liability for tax on the basis that the fair market value of the Exchangeable Shares is other than the amount approved by the Directors of the Corporation and if the directors of the Corporation or a competent Court or tribunal agree with such revaluation and all appeal rights have been exhausted or all times for appeal have expired without appeals having been taken or should the Directors of the Corporation otherwise determine that the fair market value of the Exchangeable Shares is other than the amount previously approved by the Directors, then the Abstract Redemption Amount of the Abstract Preferred Shares shall be adjusted NUNC PRO TUNC to reflect the agreed upon fair market value and all necessary adjustments, payments and repayments as may be required shall forthwith be made between the proper parties. Notwithstanding the foregoing and in spite of such adjustment, the Abstract Shareholders shall in any event still end up holding, at the conclusion of the reorganization of the Corporation and share exchange set forth in this Section 3.1(f)with Newco, one Abstract Common Share and one Newco Common Share for each Abstract Common Share held immediately prior to the Arrangement, and the Spinco Shares and Spinco Warrants transferred any intercorporate debt shall still be cancelled pursuant to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spincosubsection 3.1(h);
(gc) all of the issued Vizsla Silver Class A The Exchangeable Shares which were exchanged for Abstract Common and Abstract Preferred Shares shall be cancelled and the Exchangeable Shares shall be cancelled as a class of shares of the Corporation, with the appropriate entries being made in the central securities register of Vizsla Silver shareholders and with the authorized share structure Memorandum of Vizsla Silver the Corporation being amended to delete the Exchangeable Share provisions there from; BUTTERFLY DIVISION OF BUSINESS/ REORGANIZATION PURSUANT TO PARAGRAPH 55(3)(B) OF THE ITA:
(d) The Abstract Shareholders (including the Corporation, to the extent that it holds any treasury shares in itself) shall transfer to Newco their Abstract Preferred Shares in exchange for the issuance by Newco to the holders of such Abstract Preferred Shares of one Newco Common Share for each Abstract Preferred Share acquired. The names of such shareholders shall be altered by eliminating removed from the "Vizsla Silver Class A Shares", register of shareholders of Abstract Preferred Shares with respect to the Abstract Preferred Shares so exchanged and will be added to the aggregate paid-up capital (register of shareholders of Newco Common Shares as that term is used for purposes the holders of the Tax Actnumber of Newco Common Shares so issued to such shareholders. Newco's name shall be added to the register of shareholders of Abstract Preferred Shares as the holder of the Abstract Preferred Shares so acquired by Newco;
(e) Abstract shall transfer the Abstract Non-Internet Assets to Newco in consideration of which (i) Newco shall issue to Abstract such number of Newco Preferred Shares as determined by its directors based on the value of the Abstract Non- Internet Assets; (ii) Newco shall assume responsibility for all of Abstract's existing debts and obligations with respect to the Abstract Non-Internet Assets; and (iii) Newco shall jointly elect with Abstract to have the provisions of subsec- tion 85(1) of the New Vizsla Silver ITA apply to such transfer. Abstract's name shall be added to the register of shareholders of Newco Pre- ferred Shares as the holder of the Newco Preferred Shares so issued to Abstract and, to the extent that any Abstract Common Shares or Newco Common Shares held by the Corporation as a result of the steps set out at subsections 3.1(b) and (d) form part of the Abstract Non-Internet Assets, Abstract's name shall be deleted from and Newco's name shall be added to the registers of shareholders of Abstract Common Shares and Newco Common Shares as the holder of the number of Abstract Common Shares and Newco Common Shares, respectively, so transferred to Newco;
(f) Newco shall redeem all of the issued and outstanding Newco Preferred Shares for an aggregate redemption amount equal to the aggregate of the Newco Redemption Amounts for all such Newco Preferred Shares, and shall effect the payment of such aggregate redemption amount by issuing to Newco a demand promissory note (the "Newco Redemption Note") in a principal amount equal to such aggregate redemption amount and bearing interest at a rate equal to the Canadian dollar commercial loan prime rate of the Bank of Montreal from the date of demand to the date of payment, whereupon all of the Newco Preferred Shares will be cancelled, with the appropriate entry being made in Newco register of shareholders;
(g) Abstract shall redeem all of the issued and outstanding Abstract Preferred Shares for an aggregate redemption amount equal to that the aggregate of the Vizsla Silver Shares immediately prior Abstract Redemption Amounts for all such Abstract Preferred Shares, and shall effect the payment of such aggregate redemption amount by issuing to Newco a demand promissory note (the "Abstract Redemption Note") in a principal amount equal to such aggregate redemption amount and bearing interest at a rate equal to the Effective Time less the fair market value Canadian dollar commercial loan prime rate of the Spinco Bank of Montreal from the date of demand to the date of payment, whereupon all of the Abstract Preferred Shares and Spinco Warrants distributed pursuant to Section 3.1(f)will be cancelled, with the appropriate entry being made in Abstract's register of shareholders; andSATISFACTION OF NOTES:
(h) Abstract shall pay out and satisfy the Notice of Articles of Vizsla Silver Abstract Redemption Note by transferring the Newco Redemption Note to Newco, whereupon both the Abstract Redemption Note and the Newco Redemption Note shall be amended cancelled. MERGER WITH AMI:
(i) AMI shall purchase from each Abstract Shareholder all Abstract Common Shares held by such Abstract Shareholder in consideration of the issuance by AMI to reflect each Abstract Shareholder of one (1) AMI Common Share for each four (4) Abstract Common Shares held by such shareholder. The names of such Abstract Shareholders shall be removed from the alterations in Section 3.1(g)register of shareholders of Abstract Common Shares so transferred and will be added to the register of shareholders of AMI Common Shares as the holders of the number of AMI Common Shares so issued to such shareholders.
Appears in 1 contract
The Arrangement. Commencing On the Effective Date and commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5formality:
(a) each Vizsla Silver Share outstanding in respect the authorized capital of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") Tenke will be amended by redesignating the Tenke Shares as Class B Shares and the Articles of Tenke shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease deemed to be amended accordingly and each certificate representing an outstanding Tenke Share shall, as and from the time such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silverredesignation is effective, represent a Class B Share;
(b) the authorized share structure capital of Vizsla Silver shall Tenke will be altered by:
(i) renaming and redesignating all of amended by the issued and unissued Vizsla Silver Shares as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; and
(ii) creating a new class consisting creation of an unlimited number of "common shares without par value" Class A Shares and the Articles of Tenke shall be deemed to be amended accordingly;
(c) Tenke will transfer the South American Assets and the Cash to Newco and, in consideration therefor, Newco will issue to Tenke, as fully paid and non-assessable, that number of Newco Shares equal to the number of Tenke Shares issued and outstanding immediately before the Effective Time, other than Tenke Shares held by Dissenting Shareholders;
(d) each issued Class B Share, other than those held by Dissenting Shareholders, will be exchanged with terms Tenke for one Class A Share and special rights one Newco Share acquired by Tenke in accordance with Section 3.2(c) and restrictions identical the certificates representing the outstanding Class B Shares of Tenke shall thereafter represent Class A Shares;
(e) each issued Class B Share held by Dissenting Shareholders (for greater certainty, being Tenke Shareholders who have duly complied with the Dissent Rights and are ultimately entitled to those be paid for their dissenting shares) will be acquired by Tenke in consideration for Tenke agreeing to pay the amount to be paid as determined in accordance with Article IV of this Plan of Arrangement in respect of the Vizsla Silver dissenting shares;
(f) each issued Class B Share acquired in accordance Section 3.2(e) will be cancelled;
(g) the stated capital of Tenke for the outstanding Class A Shares will be an amount equal to the stated capital of Tenke for the Class B Shares, less the fair market value of the Newco Shares distributed to Tenke Shareholders, other than Dissenting Shareholders, pursuant to Section 3.2(d) and the paid-up capital of the Class A Shares of Tenke will be reduced accordingly;
(h) the Class B Shares will be cancelled;
(i) each issued Class A Share will be transferred to ▇▇▇▇▇▇ in consideration of 1.73 ▇▇▇▇▇▇ Shares and $0.001 in cash;
(j) each Tenke Stock Option outstanding immediately before the Effective Date will be exchanged for a stock option to be issued by ▇▇▇▇▇▇ (a "▇▇▇▇▇▇ New Option") pursuant to which the holder of the Tenke Stock Option will be entitled to receive, upon exercise of the ▇▇▇▇▇▇ New Option, that number of ▇▇▇▇▇▇ Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, being such holder had been the "registered holder of the number of Tenke Shares to which such holder was therefore entitled upon exercise of the Tenke Stock Option. Save and except as otherwise agreed to by ▇▇▇▇▇▇ and the holders of Tenke Stock Options, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of each ▇▇▇▇▇▇ New Vizsla Silver Shares";
(c) Vizsla Silver's Notice of Articles shall Option will otherwise be amended to reflect the alterations unchanged from those contained in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal or otherwise applicable to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amendedrelated Tenke Stock Option. It is intended that subsection 7(1.4the provisions of Subsection 7 (1.4) of the Tax Act apply to such exchange. Therefore, in the exchange event that the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of Vizsla Silver Options;
the ▇▇▇▇▇▇ Shares that a holder is entitled to acquire on exercise of the ▇▇▇▇▇▇ New Option exceeds the amount payable to acquire such shares under the ▇▇▇▇▇▇ New Option (ethe "▇▇▇▇▇▇ Stock Option In-The-Money Amount") exceeds the amount by which the total fair market value (determined immediately before the Effective Time) of the Tenke Shares that the holder was entitled to acquire on exercise of the Tenke Stock Option exceeds the amount payable to acquire such shares under the Tenke Stock Option (the "Tenke Stock Option In-The-Money Amount"), the number of ▇▇▇▇▇▇ Shares which may be acquired on exercise of the ▇▇▇▇▇▇ New Option will be adjusted accordingly with effect at and from the Effective Time to ensure that the ▇▇▇▇▇▇ Stock Option In-The-Money Amount does not exceed the Tenke Stock Option In-The-Money Amount and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. In addition each Vizsla Silver Warrant then outstanding Tenke Stock Option which, by its terms, would expire 90 days after the holder of such option ceased to be eligible to hold options under the Tenke Stock Option Plan, shall be deemed to be have been amended to entitle provide that such option shall not expire until 180 days after the Vizsla Silver Warrantholder holder of such option ceased to receive, upon due exercise of be eligible to hold options under the Vizsla Silver Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective TimeTenke Stock Option Plan;
(fk) each issued and Newco will redeem its outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares for $0.001 per share and such shares will be cancelled;
(l) no fractional ▇▇▇▇▇▇ Shares will be issued in connection with the exchange in Section 3.2(i), but rather shareholders entitled to a fractional ▇▇▇▇▇▇ Share will receive cash in lieu thereof in accordance with Section 3.5 of this Plan of Arrangement;
(m) the names of Tenke Shareholders, other than ▇▇▇▇▇▇, will be removed from the central securities register of Vizsla Silver as Tenke;
(n) ▇▇▇▇▇▇ will become the holders holder of such all Class A Shares and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares Tenke will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f)revised accordingly; and
(ho) the Notice exchanges and cancellations provided for in this Section 3.2 will be deemed to occur on the Effective Date, notwithstanding that certain of Articles of Vizsla Silver shall be amended to reflect the alterations in Section 3.1(g)procedures related thereto are not completed until after the Effective Date.
Appears in 1 contract
Sources: Business Combination Agreement (Lundin Mining CORP)
The Arrangement. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver Equinox or SpincoSolaris, but subject to the provisions of Article 5:
(a) each Vizsla Silver Equinox Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "“Dissenting Share"”) shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla SilverEquinox, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their Vizsla Silver Equinox Shares by Vizsla SilverEquinox;
(b) the authorized share structure of Vizsla Silver Equinox shall be altered by:
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Equinox Shares as "“Class A common shares without par value" ” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver “Equinox Class A Shares"”; and
(ii) creating a new class consisting of an unlimited number of "“common shares without par value" ” with terms and special rights and restrictions identical to those of the Vizsla Silver Equinox Shares immediately prior to the Effective Time, being the "“New Vizsla Silver Equinox Shares"”;
(c) Vizsla Silver's Equinox’s Notice of Articles shall be amended to reflect the alterations in Section §3.1(b);
(d) each Vizsla Silver Equinox Option then outstanding to acquire one Vizsla Silver Equinox Share shall be transferred and exchanged for:
(i) one Vizsla Silver Equinox Replacement Option to acquire one New Vizsla Silver Equinox Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Equinox Option multiplied by the fair market value of a New Vizsla Silver Equinox Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Equinox Share and the fair market value of 1/3 one-tenth of a Spinco Solaris Share at the Effective Time; and
(ii) one Spinco Solaris Option to acquire 1/3 one-tenth of a Spinco Solaris Share, each whole Spinco Solaris Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Equinox Option multiplied by the fair market value 1/3 of one-tenth of a Spinco Solaris Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Equinox Share and 1/3 one-tenth of a Spinco Solaris Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Equinox Replacement Option and the Spinco Solaris Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Equinox Option so exchanged and solely with respect to U.S. U.S taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Equinox Options;
(e) each Vizsla Silver Equinox Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Equinox Warrantholder to receive, upon due exercise of the Vizsla Silver Equinox Warrant, for the original exercise price:
(i) one New Vizsla Silver Equinox Share for each Vizsla Silver Equinox Share that was issuable upon due exercise of the Vizsla Silver Equinox Warrant immediately prior to the Effective Time; and
(ii) 1/3 one-tenth of a Spinco Solaris Share for each Vizsla Silver Equinox Share that was issuable upon due exercise of the Vizsla Silver Equinox Warrant immediately prior to the Effective Time;
(f) each Equinox RSU then outstanding to acquire one Equinox Share shall be transferred and exchanged for:
(i) one New Equinox RSU to acquire one New Equinox Share and having the same vesting conditions and other terms as the Equinox RSU; and
(ii) one Solaris RSU to acquire one-tenth of a Solaris Share as governed by the Solaris RSU Plan. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Equinox RSUs. Accordingly, and notwithstanding the foregoing, the number of shares receivable under the New Equinox RSU and Solaris RSU’s will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the Equinox Shares receivable immediately before the exchange;
(g) each issued and outstanding Vizsla Silver Equinox Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Equinox Share; and (iiiii) 1/3 one-tenth of a Spinco Warrant. The Solaris Share, the holders of the Vizsla Silver Equinox Class A Shares will be removed from the central securities register of Vizsla Silver Equinox as the holders of such and will be added to the central securities register of Vizsla Silver Equinox as the holders of the number of New Vizsla Silver Equinox Shares that they have received on the exchange set forth in this Section 3.1(f§3.1(g), and the Spinco Solaris Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Equinox Class A Shares will be registered in the name of the former holders of the Vizsla Silver Equinox Class A Shares and Vizsla Silver Equinox will provide Spinco Solaris and its registrar and transfer agent notice to make the appropriate entries in the central securities register of SpincoSolaris;
(gh) all of the issued Vizsla Silver Equinox Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares"Equinox, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Equinox Shares will be equal to that of the Vizsla Silver Equinox Shares immediately prior to the Effective Time less the fair market value of the Spinco Solaris Shares and Spinco Warrants distributed pursuant to Section 3.1(f§3.1(g);
(i) the Equinox Class A Shares, none of which will be issued or outstanding once the steps in §3.1(g) to §3.1(h) are completed, will be cancelled and the authorized share structure of Equinox will be changed by eliminating the Equinox Class A Shares; and
(hj) the Notice of Articles of Vizsla Silver Equinox shall be amended to reflect the alterations in Section 3.1(g§3.1(i).
Appears in 1 contract
The Arrangement. Commencing at 2.1 The Arrangement comprises and shall be effected as two separate and discrete series of transactions as set out in §2.2. The first discrete series of transactions are set out in Part A of §2.2 and involve Newco, Taurus and Bonanza and such transactions are not dependent on the second series of discrete transactions, which are set out in Part B of §2.2 involving Newco and FairstarSub. If for any reason the conditions for completion of Part B of §2.2 of the Arrangement as are specified herein and in the Final Order are not met, then Part A of §2.2 of the Arrangement will be completed alone and not Part B of §2.2. For greater certainty, Part B of §2.2 cannot be effected without Part A of §2.2 being completed.
2.2 At the Effective Time, subject to the provisions of §2.1 and Article 3 hereof, the following shall occur and shall be deemed to occur in the following chronological order without any further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5formality:
(a) each Vizsla Silver Share outstanding in respect of which a five (5) Taurus Shares held by each Taurus Shareholder (other than any Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share"Taurus Shareholders) shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoeverbe, and will be cancelled and cease deemed to be outstanding and such Dissenting Shareholders will cease be, transferred to have any rights as Shareholders other than Newco in exchange for the right to be paid the fair value for their Vizsla Silver Shares by Vizsla Silverissue of one (1) Newco Share;
(b) the authorized share structure names of Vizsla Silver the Taurus Shareholders shall be altered by:removed from the register of Taurus Shareholders and the names of the Taurus Shareholders (other than any Dissenting Taurus Shareholders) will be recorded as the holders of the Newco Shares issued to them pursuant to §2.2(a) above;
(ic) renaming each four (4) Bonanza Shares held by each Bonanza Shareholder (other than any Dissenting Bonanza Shareholders) shall be, and redesignating all be deemed to be, transferred to Newco in exchange for the issue of one (1) Newco Share;
(d) the names of the issued Bonanza Shareholders shall be removed from the register of Bonanza Shareholders and unissued Vizsla Silver Shares the names of the Bonanza Shareholders (other than any Dissenting Bonanza Shareholders) will be recorded as "Class A common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver Class A Shares"; andNewco Shares issued to them pursuant to §2.2(c) above;
(iie) creating a new class consisting each four (4) Bonanza Options and each four (4) Bonanza Warrants shall be exchanged for one (1) Newco Option and one (1) Newco Warrant, respectively, which Newco Option or Newco Warrant shall entitle the holder thereof to receive, and such holder shall accept, upon the exercise thereof, in lieu of an unlimited the number of "common shares without par value" with terms and special rights and restrictions identical Bonanza Shares that would have been issuable upon the exercise of such Bonanza Option or Bonanza Warrant, the number of Newco Shares which the holder would have been entitled to those receive as a result of the Vizsla Silver Shares transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, being such holder had been the "New Vizsla Silver Shares"registered holder of the number of Bonanza Shares to which such holder was theretofore entitled upon such exercise. The term to expiry of such Newco Option or Newco Warrant shall be the same as is provided for in such Bonanza Option or Bonanza Warrant and the exercise consideration required to exercise each Newco Option or Newco Warrant and acquire one (1) Newco Share shall be four times the exercise consideration provided for in such Bonanza Option or Bonanza Warrant so that in each case the aggregate exercise price remains the same;
(cf) Vizsla Silver's Notice of Articles each five (5) Taurus Options and each five (5) Taurus Warrants shall be amended to reflect the alterations in Section 3.1(b);
exchanged for one (d1) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Newco Option and the Spinco one (1) Newco Warrant, respectively, which Newco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver or Newco Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder holder thereof to receive, and such holder shall accept, upon due the exercise thereof, in lieu of the number of Taurus Shares that would have been issuable upon the exercise of the Vizsla Silver such Taurus Option or Taurus Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise number of Newco Shares which the holder would have been entitled to receive as a result of the Vizsla Silver Warrant transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Taurus Shares to which such holder was theretofore entitled upon such exercise. The term to expiry of such Newco Option or Newco Warrant shall be the same as is provided for in such Taurus Option or Taurus Warrant and the exercise consideration required to exercise each Newco Option or Newco Warrant and acquire one (1) Newco Share shall be five times the exercise consideration provided in such Taurus Option or Taurus Warrant so that in each case the aggregate exercise price remains the same;
(g) no fractional Newco Share nor fractional Newco Option or Newco Warrant will be issued in connection with the foregoing (after aggregating all fractional entitlements for a particular shareholder) and fractions will be rounded down to the next nearest whole Newco Share, Newco Option or Newco Warrant, as the case may be;
(h) the one share of Newco held by Bonanza, shall be, and be deemed to be transferred to Newco and returned to the treasury of Newco and cancelled, in consideration of $1.00 paid by Newco to Bonanza; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 the name of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will Bonanza shall be removed from the central securities register of Vizsla Silver shareholders of Newco. Providing that Part A has completed and provided that FairstarSub has been vested in all of Fairstar’s right, title and interest in and to the ▇▇▇▇▇▇▇ Project and Casa ▇▇▇▇▇▇▇ Claims in accordance with the Arrangement Agreement, then:
(j) all the FairstarSub Shares held by Fairstar, the sole shareholder of FairstarSub, shall be, and be deemed to be, transferred to Newco;
(k) Newco shall issue to Fairstar in consideration for the transfer of the shares of FairstarSub, 6,500,000 Newco Shares and Bonanza shall, on behalf of Newco, pay certain creditors of Fairstar $300,000;
(l) the name of Fairstar shall be removed from the register of shareholders of FairstarSub and Fairstar will be recorded as the holders holder of the Newco Shares issued to it pursuant to §2.2(k) .
2.3 With respect to each Bonanza Share:
(a) at the Effective Time, the Bonanza Shareholder thereof will be deemed, without any further action on their part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such shares to Newco in law in accordance with §2.2; and
(b) immediately thereafter, the certificates representing the Bonanza Shares held by former Bonanza Shareholders, will be deemed to have been cancelled subsequent to their transfer to Newco and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be replaced by a single share certificate registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of SpincoNewco;
(gc) Newco will be and will be deemed to be the lawful owner and transferee of all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A such Bonanza Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver outstanding Bonanza Shares will be equal deemed to that of the Vizsla Silver Shares immediately prior be cancelled and returned to the authorized but unissued capital of Bonanza. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.4 With respect to each Taurus Share:
(a) at the Effective Time less Time, the fair market value Taurus Shareholder thereof will be deemed, without any further action on their part, to have executed and delivered any necessary transfer form, power of the Spinco Shares and Spinco Warrants distributed pursuant attorney or assignment required to Section 3.1(f)transfer such shares to Newco in law in accordance with §2.2; and
(hb) immediately thereafter, the Notice certificates representing the Taurus Shares held by former Taurus Shareholders, will be deemed to have been cancelled subsequent to their transfer to Newco and will be replaced by a single share certificate registered in the name of Articles Newco;
(c) Newco will be and will be deemed to be the lawful owner and transferee of Vizsla Silver all such Taurus Shares, and the outstanding Taurus Shares will be deemed to be cancelled and returned to the authorized but unissued capital of Taurus. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.5 If Part B is completed, then with respect to each FairstarSub Share:
(a) at the Effective Time, Fairstar will be deemed, without any further action on its part, to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such shares to Newco in law in accordance with §2.2; and
(b) immediately thereafter, the certificates representing the FairstarSub Shares formerly held by Fairstar, will be deemed to have been cancelled subsequent to their transfer to Newco and will be replaced by a single share certificate registered in the name of Newco;
(c) Newco will be and will be deemed to be the lawful owner and transferee of all such FairstarSub Shares, and the outstanding FairstarSub Shares will be deemed to be cancelled and returned to the authorized but unissued capital of FairstarSub. Thereafter, any director of Newco will be authorized to execute any such further documents and assurances as may be required by any transfer agent or depositary to fully effectuate the transfer and cancellations contemplated hereby.
2.6 Notwithstanding that the transactions or events set out in §2.2, §2.3, §2.4 and §2.5 shall occur and shall be amended deemed to reflect occur in the alterations order therein set out without any further act or formality, each of Taurus, Bonanza, Fairstar and FairstarSub, as applicable, agree to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required by it in Section 3.1(g)order to further document or evidence any of the transactions or events set out in §2.2, §2.3, §2.4 and §2.5 including, without limitation, any resolutions of directors authorizing the issue, transfer or cancellation of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor and any necessary additions to or deletions from share registers.
Appears in 1 contract
Sources: Arrangement Agreement (American Bonanza Gold Mining Corp.)
The Arrangement. Commencing at At the Effective Time, the following shall events and transactions set out in Subsections 2.2(a) to 2.2(i), inclusive, will occur and be deemed to occur sequentially, in five-minute intervals in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5:
(a) each Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silverset out below, without any further act or formality and required on the part of any person:
(a) each Star Copper Share held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred by the holder thereof, without any further act or formality on its part, free and clear of any liensall Liens, charges and encumbrances to Star Copper for cancellation in consideration for a claim against Star Copper for the amount determined under Article 3 of any nature whatsoeverthis Plan of Arrangement, and will be cancelled and and:
(i) such Dissenting Shareholders shall cease to be outstanding the holders of such Star Copper Shares and such Dissenting Shareholders will cease to have any rights as Shareholders holders of such Star Copper Shares other than the right to be paid the fair value for their Vizsla Silver such Star Copper Shares as set out in Section 3.1; and
(ii) such Dissenting Shareholders’ names shall be removed as the holders of such Star Copper Shares from the securities registers of Star Copper Shares maintained by Vizsla Silveror on behalf of Star Copper and such Star Copper Shares shall be cancelled and cease to be outstanding;
(b) Star Copper shall undertake a reorganization of capital within the meaning of Section 86 of the ITA pursuant to which Star Copper’s authorized share structure of Vizsla Silver shall and its Articles will be altered by:
(i) renaming and redesignating all of the issued and unissued Vizsla Silver Star Copper Common Shares as "“Class A common Common shares without par value" ” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver “Star Copper Class A Common Shares"”; and
(ii) creating a new class consisting of an unlimited number of "“common shares without par value" ” with terms and special rights and restrictions identical to those of the Vizsla Silver Star Copper Common Shares immediately prior to the Effective Time, being the "“New Vizsla Silver Star Copper Shares"”;
(c) Vizsla Silver's Star Copper’s Notice of Articles shall be amended to reflect the alterations in Section 3.1(b)2.2(b) of this Plan of Arrangement;
(d) each Vizsla Silver Star Copper Stock Option then outstanding to acquire one Vizsla Silver Share shall immediately before the Effective Date will be transferred and exchanged for:
(i) one Vizsla Silver Replacement New Star Copper Stock Option to acquire one New Vizsla Silver Star Copper Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Star Copper Stock Option multiplied by the fair market value of a New Vizsla Silver Star Copper Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Star Copper Share and the fair market value of 1/3 one-third of a Spinco Share at the Effective Time; and
(ii) one Spinco Stock Option to acquire 1/3 one-third of a Spinco Share, each whole Spinco Stock Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Star Copper Stock Option multiplied by the fair market value 1/3 of one-third of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Star Copper Share and 1/3 one-third of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement New Star Copper Stock Option and the Spinco Stock Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Star Copper Stock Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Star Copper Stock Options for New Star Copper Stock Options and Spinco Stock Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed except as set out above and herein, the term to be amended expiry, conditions to entitle and manner of exercising, vesting schedule, the Vizsla Silver Warrantholder to receivestatus under applicable laws, upon due exercise and all other terms and conditions of the Vizsla Silver Warrant, for New Star Copper Stock Options and the original exercise price:
Spinco Stock Options will otherwise be unchanged from those contained in or otherwise applicable to the related Star Copper Stock Option (except that: (i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to all Spinco Stock Options issued hereunder shall vest and become exercisable in full on the Effective TimeDate; and
(ii) 1/3 of a the holders will not be entitled, on exercise, to receive Spinco Share for each Vizsla Silver Share that was issuable upon due exercise Shares if such Spinco Stock Options are exercised (A) more than one year following the Effective Date of the Vizsla Silver Warrant immediately prior Arrangement in the event the holder is not eligible to participate in Spinco’s stock option plan following the Effective Date; or (B) more than 90 days (or 30 days if the holder was engaged in Investor Relations Activities, as such term is defined in the stock option plan of Spinco) following the date on which such holder, following the completion of the Arrangement, ceases to be eligible to participate in Spinco’s stock option plan; and (iii) all Spinco Stock Options issued hereunder shall otherwise be governed by and subject to the Effective Timeterms of Spinco’s stock option plan);
(f) each issued and outstanding Vizsla Silver Star Copper Shareholder will exchange each Star Copper Class A Common Share outstanding on held at the Share Distribution Record Date shall be exchanged for: Effective Time for (iA) one New Vizsla Silver Star Copper Share; , and (iiB) 1/3 one-third of a Spinco Share; , and (iii) 1/3 of a Spinco Warrant. The the holders of the Vizsla Silver Star Copper Class A Common Shares will be removed from the central securities register of Vizsla Silver Star Copper as the holders of such and will be added to the central securities register of Vizsla Silver Star Copper as the holders of the number of New Vizsla Silver Star Copper Shares that they have received on the exchange set forth in this Section 3.1(f2.2(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Star Copper Class A Common Shares will be registered in the name of the former holders of the Vizsla Silver Star Copper Class A Common Shares and Vizsla Silver Star Copper will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Star Copper Class A Common Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares"Star Copper, and the aggregate paid-up capital (as that term is used for purposes of the Tax ActITA) of the New Vizsla Silver Star Copper Shares will be equal to that of the Vizsla Silver Star Copper Common Shares immediately prior to the Effective Time less the fair market value of the Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f); and2.2(f) of this Plan of Arrangement;
(h) the authorized share structure of Star Copper shall be altered to eliminate the Star Copper Class A Common Shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the Star Copper Class A Common Shares;
(i) Star Copper’s Notice of Articles of Vizsla Silver shall be amended to reflect the alterations in Section 3.1(g)2.2(h) of this Plan of Arrangement; and the exchanges, cancellations and steps provided for in this Section 2.2 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Time.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at The Arrangement will be comprised of the Effective Timefollowing, which shall be deemed to have occurred under the following shall occur Arrangement and will be deemed to occur commencing at the Effective Time in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver SX or Spinco, but subject to the provisions of Article 5:
(a) All Dissenting Shares held by Dissenting Shareholders will be deemed to have been transferred to SX, and:
(i) each Vizsla Silver Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") shall be directly transferred and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders a SX Shareholder other than the right to be paid by SX, in accordance with the Dissent Rights and net of any applicable withholding tax, the fair value for their Vizsla Silver of such Dissent Shares;
(ii) the Dissenting Shareholder's name will be removed as the holder of such Dissenting Shares by Vizsla Silverfrom the central securities register of SX;
(iii) the Dissenting Shares will be cancelled; and
(iv) the Dissenting Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissenting Shares;
(b) Spinco will be deemed to have split the authorized share structure outstanding Spinco Shares into that number as is equal to (i) 11,249,825, less (ii) that number as is equal to 11,249,825 multiplied (iii) by the number of Vizsla Silver shall Dissenting Shares for which the holders thereof are ultimately entitled to be altered bypaid fair value for, divided by that number of SX Shares as are outstanding as of the Share Distribution Record Date (the “Distributable Spinco Shares”), plus (iii) 8,750,175 , plus (iv) the number of Spinco Shares (the “Interim Period Spinco Shares”)issued between the Execution Date and the Effective Date (the “Interim Period”), and SX is shown on the central securities register of Spinco as the holder of that number of Spinco Shares as is equal to 8,750,175 plus the number of Distributable Spinco Shares, and the holders of Interim Period Spinco Shares are shown on the central securities register of Spinco as the holder of the number of Spinco Shares they acquired during the Interim Period;
(c) SX will be deemed to undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which reorganization will be deemed to have occured in the following order and include the following steps:
(i) renaming and redesignating all the identifying name of the issued and unissued Vizsla Silver SX Shares as "will be changed from “Common Shares” to “Class A common shares without par value" Common Shares” (“SX Class A Shares”) and amending the special rights and restrictions attached to those such shares will be amended to provide that each SX Class A Share is entitled to two votes at any meeting of the shareholders of SX, and, to reflect such amendments, SX’s articles will be deemed to be amended by adding a new new schedule as set out in Appendix I to this Plan of Arrangement and SX’s notice of articles will be deemed to be amended accordingly;
(ii) the New Shares will be created as a new class of common shares without par value and without any special rights and restrictions, the identifying name of the New Shares will be “Common Shares,” and the maximum number of New Shares which SX will be authorized to issue will be unlimited;
(iii) each outstanding SX Class A Share will be exchanged (without any further act or formality on the part of the SX Shareholder), free and clear of all Encumbrances, for one (1) New Share and that number of Spinco Shares that is equal to the Exchange Factor, and the SX Class A Shares will thereupon be cancelled, and:
(A) the holders of SX Class A Shares will cease to be the holders thereof with two votes in respect and cease to have any rights or privileges as holders of each share held, being the "Vizsla Silver SX Class A Shares";
(B) the holders of SX Class A Shares names will be removed from the securities register of SX; and
(iiC) creating a new class consisting each SX Shareholder will be deemed to be the holder of an unlimited number the New Shares and the Distributable Spinco Shares exchanged for the SX Class A Shares, in each case, free and clear of "common shares without par value" with terms any Encumbrances, and will be entered into the securities register of SX and Spinco, as the case may be, as the registered holder thereof;
(iv) the authorized share capital of SX will be amended by the elimination of the SX Class A Shares and the special rights and restrictions identical attached to those such shares;
(v) the capital of SX in respect of the Vizsla Silver New Shares will be an amount equal to the paid- up capital for the purposes of the Tax Act in respect of the SX Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";
(c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b);
(d) each Vizsla Silver Option then outstanding to acquire one Vizsla Silver Share shall be transferred and exchanged for:
(i) one Vizsla Silver Replacement Option to acquire one New Vizsla Silver Share having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise of the Vizsla Silver Warrant, for the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Vizsla Silver Shares will be equal to that of the Vizsla Silver Shares immediately prior to the Effective Time less the fair market value of the Distributable Spinco Shares and Spinco Warrants distributed pursuant to Section 3.1(f)on such exchange; and
(hvi) all outstanding SX Convertible Securities will, without any further action on the Notice part of Articles any holder of Vizsla Silver shall an SX Convertible Securities, be amended exchanged for a convertible securities exercisable or exchangeable, as the case may be, to reflect purchase New Shares (the alterations “SX New Convertible Securities”), and any certificate representing the SX Convertible Securities, outstanding immediately prior to the Effective Time will continue in Section 3.1(g)effect as SX New Convertible Securities, on the same terms and conditions as SX Convertible Securities. SX will take all corporate action necessary to reserve for issuance a sufficient number of New Shares for delivery upon exercise of the SX New Convertible Securities.
Appears in 1 contract
Sources: Arrangement Agreement
The Arrangement. Commencing at At the Effective Time, the following shall will occur and will be deemed to occur in the following chronological order without any further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5formality:
(a) each Vizsla Silver Share outstanding in respect of which a the Common Shares held by Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") Shareholders shall be directly deemed to have been transferred to the Company and assigned by such Dissenting Shareholder to Vizsla Silver, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such the Dissenting Shareholders will shall cease to have any rights as Shareholders shareholders of the Company other than the right to be paid the fair value for of their Vizsla Silver Common Shares by Vizsla Silverin accordance with Article 4;
(b) the authorized share structure notice of Vizsla Silver articles and articles of the Company shall be altered byamended to:
(i) renaming and redesignating all change the designation of the issued and unissued Vizsla Silver Shares as "Class A existing “common shares without par value" and amending the special rights and restrictions attached shares” to those shares to provide the holders thereof with two votes in respect of each share held, being the "Vizsla Silver “Class A Shares"” and to change the rights, privileges, restrictions and conditions attached thereto, whether issued or unissued, so that the rights, privileges, restrictions and conditions attached thereto shall be as set out in Appendix 1 attached hereto;
(ii) create a new class of shares designated as “common shares” (being the New Common Shares), in an unlimited number, having the rights, privileges, restrictions and conditions set out in Appendix 1 attached hereto; and
(iiiii) creating create a new class consisting of shares designated as “Class B Shares”, in an unlimited number, having the rights, privilege, restrictions and conditions set out in Appendix 1 attached hereto;
(c) the Company’s central securities register for the “common shares” shall be redesignated as the central securities register for the renamed and redesignated “Class A Shares”;
(d) each Class A Share issued and outstanding on the Effective Date (other than shares held by Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share and one Class B Share. No other consideration will be received by any holder of the Class A Shares. The Company will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class A Shares in respect of this share exchange. The aggregate stated capital of the New Common Shares and Class B Shares will not exceed the paid-up capital of the Class A Shares immediately before the exchange and will be determined based on the proportion that the fair market value of the New Common Shares or the Class B Shares, as the case may be, is of the fair market value of all New Common Shares and Class B Shares issued on the exchange. Each Shareholder shall be deemed to cease to be the holder of the Class A Shares so exchanged, shall cease to have any rights with respect to such Class A Shares and shall be deemed to be the holder of the number of "common shares without par value" with terms New Common Shares and special rights and restrictions identical Class B Shares issued to those such Shareholder. The name of such Shareholder shall be removed from the central securities register for Class A Shares in respect of the Vizsla Silver Class A Shares so exchanged and shall be added to the central securities register of the New Common Shares and the Class B Shares, respectively, so issued to such Shareholder; each holder of the Class A Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above;
(e) the Class A Shares, which were exchanged for the New Common Shares and the Class B Shares, shall be cancelled and the appropriate entry shall be made in the Company’s central securities registry;
(f) each Optionholder shall be granted a Newco option for every Option held thereby in anticipation of the Newco Option Commitment contemplated in paragraph (i) below. Each holder of a Newco Option will be entitled to receive, upon exercise of the Newco Option, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Option immediately prior to the Effective Time, being at the "Adjusted Exercise Price. Furthermore, each outstanding Option shall be adjusted such that the holder will be entitled to receive, upon exercise of the Option, that number of New Vizsla Silver Shares"Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the Option immediately prior to the Effective Time, at the Adjusted Exercise Price;
(cg) Vizsla Silver's Notice of Articles each Warrantholder shall be amended granted a Newco Warrant for every Warrant held thereby. Each holder of a Newco Warrant will be entitled to reflect receive, upon exercise of the alterations Newco Warrant, that number of Newco Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Furthermore, each Warrantholder shall be granted a New Warrant in Section 3.1(b)exchange for each Warrant held thereby, each New Warrant entitling the holder to receive, upon exercise of the New Warrant, that number of New Common Shares that is equal to the number of Common Shares that were issuable upon exercise of the related Warrant immediately prior to the Effective Time, at the Adjusted Exercise Price. Save and except as otherwise agreed to by the Company and the Warrantholders, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the New Warrants and the Newco Warrants will otherwise be unchanged from those contained in or otherwise applicable to the related Warrant;
(dh) each Vizsla Silver Option then outstanding holder of Class B Shares will be deemed to acquire transfer, with good and marketable title free and clear of all encumbrances, all such shares to Newco and shall cease to have any rights with respect to such Class B Shares. As consideration for the Class B Shares transferred to it, Newco will issue to each such holder, one Vizsla Silver Newco Common Share for each Class B Share exchanged by it. Each holder of the Class B Shares thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above. Newco will not file a joint election under subsection 85(1) of the Tax Act with any holder of Class B Shares in respect of this share transfer. The stated capital account maintained in respect of the Newco Common Shares shall be increased by an amount equal to the paid-up capital of the transferred Class B Shares. In connection with such sale and transfer, each holder of Class B Shares so sold and transferred shall be deemed to cease to be the holder of the Class B Shares so sold and transferred and exchanged for:shall become the holder of the number of Newco Common Shares issued to such holder. The name of such holder shall be removed from the central securities register of the Class B Shares in respect of the Class B Shares so sold and transferred and shall be added to the central securities register of Newco as the holder of the number of the Newco Common Shares so issued to such holder, and Newco shall be and shall be deemed to be the transferee of the Class B Shares so transferred and the name of Newco shall be entered in the central securities register of the Class B Shares so sold and transferred to Newco;
(i) one Vizsla Silver Replacement the Company will be deemed to have sold and transferred the Transferred Assets to Newco in consideration for the Newco Option to acquire one New Vizsla Silver Commitment and the issuance by Newco of the Newco Preferred Share having an exercise price a fair market value equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total Transferred Assets net of the fair market value of a New Vizsla Silver Share and the fair market value of 1/3 of a Spinco Share Newco Option Commitment at the Effective Time; and
(ii) one Spinco Option to acquire 1/3 moment of a Spinco Share, each whole Spinco Option having an exercise price equal transfer. The Company shall be added to the product central securities register of Newco in respect of the original exercise price Newco Preferred Share so issued. The Company shall take all such actions and deliver all such documents as may be required to convey title to the Transferred Assets to Newco. The Company will jointly elect with Newco, in prescribed form and within the time referred to in subsection 85(6) of the Vizsla Silver Option multiplied by Tax Act to have the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value of one New Vizsla Silver Share and 1/3 of a Spinco Share at the Effective Time, provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Vizsla Silver Replacement Option and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.485(1) of the Tax Act apply to the exchange of Vizsla Silver Options;
(e) each Vizsla Silver Warrant then outstanding shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise transfer of the Vizsla Silver Warrant, for Transferred Assets by the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share Company to Newco. The agreed amount in respect of such transfer will be an amount that was issuable upon due exercise will not exceed the fair market value of the Vizsla Silver Warrant immediately prior to Transferred Assets so transferred by the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise Company and not less than the Company’s cost of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders of such and will be added to the central securities register of Vizsla Silver as the holders of the number of New Vizsla Silver Shares that they have received on the exchange set forth in this Section 3.1(f), and the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver Class A Shares will be registered in the name of the former holders of the Vizsla Silver Class A Shares and Vizsla Silver will provide Spinco and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Spinco;
(g) all of the issued Vizsla Silver Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares", and the aggregate paid-up capital (as that term is used for purposes of Transferred Assets under the Tax Act) . The addition to the stated capital in respect of the New Vizsla Silver Shares Newco Preferred Share issued by Newco as consideration of the transfer of the Transferred Assets will be equal to that the aggregate of the Vizsla Silver Shares immediately prior to the Effective Time agreed amount under subsection 85(1) in respect of such transfer, less the fair market value of the Spinco Newco Option Commitment;
(j) the Company will purchase for cancellation the Class B Shares held by Newco in consideration for the issuance by the Company to Newco of the Company Note having a principal amount and Spinco Warrants distributed fair market value equal to the aggregate fair market value of the Class B Shares purchased for cancellation. The repurchased Class B Shares shall be cancelled and the appropriate entry made on the central securities register for the Class B Shares;
(k) Newco will redeem the Newco Preferred Share held by the Company in consideration for the issuance by Newco to the Company of the Newco Note having a principal amount and fair market value equal to the aggregate fair market value of the Newco Preferred Share so redeemed. The redeemed Newco Preferred Share shall be cancelled and the appropriate entry made on the central securities register for the Newco Preferred Share;
(1) the Company will pay the principal amount of the Company Note by transferring to Newco the Newco Note which will be accepted by Newco as full payment, satisfaction and discharge of Company’s obligation under the Company Note and simultaneously, Newco will pay the principal amount of the Newco Note by transferring to the Company the Company Note which will be accepted by the Company as full payment, satisfaction and discharge of Newco’s obligation under the Newco Note. The Company Note and the Newco Note will both thereupon be cancelled;
(m) Newco shall, pursuant to Section 3.1(f)the post-amble in the definition of “public corporation” in subsection 89(1) of the Tax Act, elect in its return of income for its first taxation year to have been a public corporation from the beginning of such year;
(n) the Company’s notice of articles and articles shall be amended to:
(i) cancel the class of shares designated as “Class A Shares”, none of which will be issued and outstanding at such time in accordance with the Plan of Arrangement;
(ii) cancel the class of shares designated as “Class B Shares”, none of which will be issued and outstanding at such time in accordance with the Plan of Arrangement; and
(hiii) delete the rights, privileges, restrictions and conditions attached to the New Common Shares as set in Appendix 1 attached to the Plan of Arrangement, whether issued or unissued.
(o) those persons listed in Appendix 2 to the Plan of Arrangement will be added as directors of Newco; and
(p) the Notice By-laws of Articles Newco will be the By-laws set out in Appendix 3 to this Plan of Vizsla Silver shall be amended Arrangement, and such By-laws are hereby deemed to reflect have been confirmed by the alterations in Section 3.1(g)shareholders of Newco.
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The Arrangement. Commencing at the Effective Time, the following shall will occur and will be deemed to occur sequentially in the following chronological order without any further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Vizsla Silver or Spinco, but subject to the provisions of Article 5formality:
(a) each Vizsla Silver Share outstanding in respect of which a the Common Shares held by Dissenting Shareholder has validly exercised his, her or its Dissent Shareholders together with any and all Rights (each, a "Dissenting Share") attached to such Common Shares shall be directly deemed to have been transferred and assigned by such Dissenting Shareholder to Vizsla Silverthe holder thereof, without any further act or formality and on its part, free and clear of any all liens, charges claims and encumbrances of any nature whatsoeverencumbrances, to the Company and will be cancelled and cease to be outstanding and such the Dissenting Shareholders will shall cease to have any rights as Shareholders shareholders of the Company other than the right to be paid the fair value for of their Vizsla Silver Common Shares by Vizsla Silverin accordance with article 4 of this Plan of Arrangement;
(b) the authorized share structure notice of Vizsla Silver articles and articles of the Company shall be altered byamended to:
(i) renaming and redesignating all change the designation of the issued and unissued Vizsla Silver Shares as "Class A existing “common shares without par value" and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, shares” (being the "Vizsla Silver Common Shares) to “class A shares” (being the Class A Shares");
(ii) create a new class of shares designated as “common shares” (being the New Common Shares), with an authorized capital of 500,000,000 New Common Shares; and
(iiiii) creating a new consequential on the creation of the New Common Shares, attach the special rights set out in Appendix 2 to the Class A Shares;
(c) the Company’s central securities register for the “common shares” (being the Common Shares) shall be deemed to be the central securities register for the renamed and redesignated “class consisting A shares” (being the Class A Shares) (“Step (c)”);
(d) Corvus will issue and be deemed to issue Corvus Common Shares to the Company pursuant to the Corvus Subscription Agreement for the issue price of an unlimited CAD 14.8 million (the “Cash”) and the number of "common shares without par value" with terms and special rights and restrictions identical Corvus Common Shares to those be issued in consideration of the Vizsla Silver Cash shall be such that the total number of issued and outstanding Corvus Shares is equal to the number of issued and outstanding Common Shares immediately prior to the Effective Time, being the "New Vizsla Silver Shares";
Time multiplied by one-half (c) Vizsla Silver's Notice of Articles shall be amended to reflect the alterations in Section 3.1(b“Step (d)”);
(de) each Vizsla Silver Option then outstanding Corvus will pay and be deemed to acquire pay to Raven Gold CAD 8.5 million as the issue price for one Vizsla Silver Share shall be transferred and exchanged for:additional treasury share of Raven Gold pursuant to the Raven Subscription Agreement (“Step (e)”);
(if) one Vizsla Silver Replacement Option the “Closing” under the Alaska Purchase Agreement for the sale by Talon Alaska of the Spin-Off Alaska Assets to acquire one New Vizsla Silver Share having Raven Gold will occur and be deemed to occur (“Step (f)”);
(g) the capital of the Company in respect of the Class A Shares will be reduced and deemed to be reduced pursuant to section 74 of the Act by an exercise price amount equal to the product of the original exercise price of the Vizsla Silver Option multiplied by the fair market value of a New Vizsla Silver Share at the Effective Time divided by the total of the fair market value of a New Vizsla Silver Share Corvus Common Shares and the fair market value of 1/3 of a Spinco Share at the Effective Time; and
(ii) one Spinco Option Company will transfer and be deemed to acquire 1/3 of a Spinco Share, each whole Spinco Option having an exercise price equal have transferred all Corvus Common Shares held by it to the product Shareholders (other than dissenting Shareholders) on the basis of the original exercise price of the Vizsla Silver Option multiplied by the fair market value 1/3 of a Spinco Share at the Effective Time divided by the total of the fair market value one-half of one New Vizsla Silver Corvus Common Share and 1/3 of a Spinco for each Common Share held by each Shareholder at the Effective Time, provided that and the aforesaid exercise prices transfer of the Corvus Common Shares to the Shareholders (other than dissenting Shareholders) will be deemed to be full payment of such reduction of capital, and for greater certainty, subject to section 4.5, the Company shall be adjusted deemed not to be the extent, if any, required to ensure that holder of any Corvus Common Shares and any Corvus Common Shares held by the aggregate In the Money Amount of the Vizsla Silver Replacement Option Company shall be cancelled and the Spinco Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Vizsla Silver Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Vizsla Silver Optionsappropriate entry shall be made in Corvus’s central securities registry (“Step (g)”);
(eh) each Vizsla Silver Warrant then outstanding recipient of Corvus Common Shares transferred shall be deemed to be amended to entitle the Vizsla Silver Warrantholder to receive, upon due exercise holder of the Vizsla Silver Warrant, for number of Corvus Common Shares issued to such holder; the original exercise price:
(i) one New Vizsla Silver Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time; and
(ii) 1/3 of a Spinco Share for each Vizsla Silver Share that was issuable upon due exercise of the Vizsla Silver Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Vizsla Silver Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Vizsla Silver Share; (ii) 1/3 of a Spinco Share; and (iii) 1/3 of a Spinco Warrant. The holders of the Vizsla Silver Class A Shares will be removed from the central securities register of Vizsla Silver as the holders name of such and will holder shall be added to the central securities register of Vizsla Silver Corvus as the holders holder of the number of the Corvus Common Shares so issued to such holder;
(i) each Class A Share issued and outstanding at the Effective Time (other than shares held by Dissenting Shareholders) will be deemed to be exchanged (without any action on the part of the holder of the Class A Shares) for one New Common Share, and no other consideration will be received or receivable therefor by any holder of the Class A Shares;
(j) each Shareholder shall be deemed to cease to be the holder of the Class A Shares together with any and all Rights attached to such Class A Shares so exchanged, shall cease to have any rights with respect to such Class A Shares and shall be deemed to be the holder of the number of New Vizsla Silver Common Shares that they have received on issued to such Shareholder; the exchange set forth in this Section 3.1(f), and name of such Shareholder shall be removed from the Spinco Shares and Spinco Warrants transferred to the then holders of the Vizsla Silver central securities register for Class A Shares will be registered in the name respect of the former holders of the Vizsla Silver Class A Shares so exchanged and Vizsla Silver will provide Spinco and its registrar and transfer agent notice shall be added to make the appropriate entries in the central securities register of Spinco;
(g) all the New Common Shares so issued to such Shareholder, and each holder of the issued Vizsla Silver Class A Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such shares as described above;
(k) the Class A Shares and any and all Rights attached to such Class A Shares shall be deemed to have been cancelled with and the appropriate entries being entry shall be made in the Company’s central securities register of Vizsla Silver and the authorized share structure of Vizsla Silver shall be altered by eliminating the "Vizsla Silver Class A Shares"registry;
(l) for greater certainty, and the aggregate paid-up capital (as that term is used of the New Common Shares for the purposes of the Tax Act) Act will equal the capital of the New Vizsla Silver Class A Shares will be equal immediately before the exchange, after deducting the reduction in capital pursuant to that Step (g) above;
(m) for greater certainty, in accordance with the terms of the Vizsla Silver Options and the consents signed by each Optionholder, each Option will entitle the Optionholder thereof to receive (and such holder shall be deemed to accept), upon the exercise thereof, in lieu of the number of Common Shares otherwise issuable upon the exercise thereof, the same number of New Common Shares;
(n) in accordance with the terms of the Warrants, each Warrant will entitle the holder thereof to receive (and such holder shall be deemed to accept), upon the exercise thereof, in lieu of the number of Common Shares otherwise issuable upon the exercise thereof, the number of New Common Shares and Corvus Common Shares which such holder would have been entitled to receive as a result of the Arrangement if, immediately prior to the Effective Time less Time, such holder had been the fair market value registered holder of the Spinco number of Common Shares to which such holder was theretofore entitled upon such exercise (“Step (n)”);
(o) the Company will transfer and Spinco Warrants distributed be deemed to transfer all of the shares of Talon Nevada to Corvus and in consideration Corvus will pay and be deemed to pay to the Company CAD 3 million pursuant to Section 3.1(fthe Talon Nevada Purchase Agreement and the balance of the Cash, being the CAD 3.3 million Working Capital Amount, will remain the property of Corvus (“Step (o)”); and
(hp) the Notice Company’s notice of Articles of Vizsla Silver articles and articles shall be amended to reflect cancel the alterations class of shares designated as “Class A Shares”, none of which will be issued and outstanding at such time in Section 3.1(gaccordance with the Plan of Arrangement (“Step (p)”).
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