G Mining Ventures Provides Update on Gurupi Project Licensing Process in Brazil Following Court Ruling
The Court annulled the preliminary and installation licenses issued in 2011 to a prior operator and confirmed GMIN's ability to initiate a new environmental licensing process. This process requires the submission of a full Environmental Impact Assessment and Report (" EIA/RIMA") and prior consent from the National Institute for Colonization and Agrarian Reform (" INCRA") for areas overlapping agrarian settlements. The ruling provides a clean regulatory path forward and positions Gurupi for long-term development and strategic growth.
"This ruling marks a pivotal moment for Gurupi," said Louis-Pierre Gignac, President & Chief Executive Officer. " It removes a longstanding regulatory constraint and gives us the green light to advance the project with clarity—an outcome made possible through close collaboration with multiple stakeholders since we acquired the Project. With this legal certainty, we are now well positioned to unlock the full potential of this district-scale asset through focused exploration and meaningful stakeholder engagement. This decision also reinforces GMIN's track record of navigating complex regulatory environments and creating value. It directly supports our broader vision of building the next mid-tier gold producer in the Americas."
Key Outcomes of the Court Decision
Legacy Risks Removed: The ruling annuls the 2011 licenses (Preliminary License No. 043/2011 and Installation License No. 280/2011) issued to the prior companies, eliminating historical legal and permitting liabilities and removing a long-standing constraint on the asset.
Permitting Path Reopened: GMIN is now authorized to proceed with a new licensing process based on updated technical, environmental and social studies, enabling a clean and structured approach to Gurupi's development.
Strategic Path Forward for Gurupi
This outcome is a key step in positioning Gurupi as a long-term development asset. GMIN is now moving forward with a disciplined, multi-year exploration program, complemented with environmental studies and stakeholder engagement. This formal decision is a key step in unlocking the long-term optionality of the Gurupi Project.
With an extensive ~1,900 km² land package, Gurupi plays a key role in the Corporation's multi-asset portfolio, offering both greenfield and brownfield exploration targets to support long-term mineral resource growth. The most recent mineral resource estimate (" MRE") for Gurupi, announced on February 20, 2025, includes:
1.83 million ounces (" Moz") of indicated mineral resources (43.5 Mt @ 1.31 g/t Au)
0.77 Moz of inferred mineral resources (18.5 Mt @ 1.29 g/t Au)
These resources are hosted across three deposits: Blanket, Contact (Cipoeiro area), and Chega Tudo, all with strong potential for expansion along strike and at depth.
An initial 2025 exploration budget of USD $2–4 million was designed for regional soil sampling, trenching and mapping, as well as using machine learning core logging system to capture the value of historical drillholes. Upon receipt of the necessary exploration permits, a larger budget will be mobilized to ramp up exploration in the second half of 2025.
2025 Outlook Reaffirmed
For the remainder of 2025, the Corporation will focus on the following activities:
Final environmental permit for Oko West (early Q3 2025)
Oko West financing and construction decision (H2-2025)
Greenfield and brownfield exploration (Tocantinzinho (" TZ"), Oko West and Gurupi) (2025)
Qualified Person ("QP")
The technical content of this press release has been reviewed by Julie-Anaïs Debreil, Vice President Geology & Resources of GMIN, a QP as defined in National Instrument NI 43-101 (" NI 43-101"), on behalf of the Corporation and has approved the technical disclosure contained in this news release. The MRE is summarized into a technical report that is filed on the Corporation's website at www.gmin.gold and on SEDAR+ at www.sedarplus.com in accordance with NI 43-101.
About G Mining Ventures Corp.
G Mining Ventures Corp. is a mining company engaged in the acquisition, exploration and development of precious metal projects to capitalize on the value uplift from successful mine development. GMIN is well-positioned to grow into the next mid-tier precious metals producer by leveraging strong access to capital and proven development expertise. GMIN is currently anchored by the TZ Gold Mine in Brazil and Oko West Gold Project in Guyana, both mining friendly and prospective jurisdictions.
Additional Information:
For further information on GMIN, please visit the website at www.gmin.gold
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Forward-looking statements contained in this press release include, without limitation, those relating to (i) the recent ruling allowing GMIN to move forward with disciplined exploration and strategic planning, (ii) GMIN being enabled to pursue a new, modern licensing process that will enable a clean and structured approach to Gurupi's development, (iii) Gurupi representing a significant long-term growth opportunity for GMIN, (iv) Gurupi's potential for continued resource growth with several zones remaining open at depth and along strike, and (v) more generally, the sections entitled "Strategic Path Forward for Gurupi", "2025 Outlook Reaffirmed" and "About G Mining Ventures Corp."
Forward-looking statements are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect. Such assumptions include, without limitation, those relating to the MRE and the conduct of the 2025 exploration campaign, those relating to the price of gold and currency exchange rates, and those underlying the items listed in the above section entitled "About G Mining Ventures Corp."
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that, notably but without limitation, (i) GMIN will keep full control over the Gurupi timeline, (ii) a larger exploration budget will be mobilized which will ramp up exploration and yield positive results, (iii) greenfield and brownfield exploration targets will support long-term mineral resource growth, (iv) the application of the self-perform execution model will deliver results for Gurupi as it did for TZ, (v) GMIN will be able to foster cooperation with stakeholders, (vi) more generally, GMIN will achieve its stated objectives for Gurupi, (vii) GMIN will receive the final environmental permit for Oko West and will make a positive construction decision, (viii) GMIN will continue to navigate successfully through complex regulatory environments, or (ix) GMIN will successfully use TZ and Oko West to grow into the next intermediate producer, as future events could differ materially from what is currently anticipated by the Corporation. In addition, there can be no assurance that Brazil and/or Guyana will remain mining friendly and prospective jurisdictions.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in the Corporation's other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the relevant sections of the Corporation's (i) Annual Information Form dated March 27, 2025, for the financial year ended December 31, 2024, and (ii) Management Discussion & Analysis. The Corporation cautions that the foregoing list of factors that may affect future results is not exhaustive, and new, unforeseeable risks may arise from time to time. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
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Cision Canada
3 hours ago
- Cision Canada
First National Financial Corporation agrees to be acquired by Birch Hill Equity Partners and Brookfield, with existing shareholders Stephen Smith and Moray Tawse maintaining minority ownership
TORONTO, July 27, 2025 /CNW/ - First National Financial Corporation (the "Company" or "First National") (TSX: FN) (TSX: (TSX: today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Regal Bidco Inc. (the "Purchaser"), a newly-formed acquisition vehicle controlled by private equity funds managed by Birch Hill Equity Partners Management Inc. ("Birch Hill") and private equity funds managed by Brookfield Asset Management ("Brookfield"), whereby the Purchaser will acquire all of the outstanding common shares (the "Shares") of the Company, other than the Rollover Shares (as defined below) (the "Transaction"), for $48.00 per Share in cash (the "Purchase Price"). As part of the Transaction, the Company's founders, Stephen Smith and Moray Tawse (together with their associates and affiliates, the "Rolling Shareholders"), who currently hold approximately 37.4% and 34.0%, respectively, of the outstanding Shares, will each sell approximately two-thirds of their current shareholdings in the Company for the same cash consideration per Share as other shareholders, and have agreed to exchange their remaining Shares (the "Rollover Shares") for ownership interests in the Purchaser. As a result, on closing of the Transaction, Messrs. Smith and Tawse are each expected to maintain an indirect approximate 19% interest in First National, with Birch Hill and Brookfield holding the remaining approximate 62% interest. The Transaction is not subject to any financing condition and is expected to close in the fourth quarter of 2025, subject to obtaining the required shareholder, court and regulatory approvals and the satisfaction of other customary closing conditions. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, of the Shares on the Toronto Stock Exchange (the "TSX") on July 25, 2025, the last trading day prior to the announcement of the Transaction. The Purchase Price is also above the 52-week high closing price of the Shares as of July 25, 2025 and represents a total shareholder return of approximately 2,149% on the Company's initial public offering Share price, including the Company's historical dividend payments. The Purchase Price implies an aggregate total equity value of approximately $2.9 billion, inclusive of the Rollover Shares, and values the Company at a 16.5x price-to-earnings multiple based on the Company's reported trailing twelve months net income attributable to common shareholders as of March 31, 2025. "This Transaction represents the start of an exciting new chapter for First National," said Jason Ellis, CEO of First National. "Birch Hill and Brookfield bring significant expertise in the Canadian financial services industry, and we are excited to partner with them to grow our platform, drive innovation, and deliver for our customers, employees and institutional partners." Transaction Details The Transaction emerged from a robust strategic review process conducted by the Company, under the oversight of a committee of independent directors (the "Special Committee") advised by independent and highly qualified legal and financial advisors. The review process involved a competitive process in which multiple acquisition proposals were received and reviewed by the Special Committee. The Company entered into the Arrangement Agreement based on the unanimous approval of the Company's board of directors (the "Board") (with conflicted directors abstaining) after receiving the unanimous recommendation of the Special Committee. Both the Board and the Special Committee determined, after receiving financial and legal advice, that the Transaction is in the best interests of the Company and the consideration to be received by the holders of the Shares (the "Shareholders") (other than the Rolling Shareholders) is fair, and recommend that Shareholders vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. In connection with the Transaction, the Rolling Shareholders, who collectively hold approximately 71.4% of the outstanding Shares, have entered into irrevocable voting agreements agreeing to vote their Shares in favour of the Transaction and against any competing acquisition proposals. In addition, each of the other directors and executive officers of the Company, who collectively hold less than 1% of the outstanding Shares, have entered into voting agreements agreeing to vote their Shares in favour of the Transaction. Under the terms of the Transaction, the Class A Preference Shares, Series 1 (the "Series 1 Preferred Shares") and Class A Preference Shares, Series 2 (the "Series 2 Preferred Shares" and, together with the Series 1 Preferred Shares, the "Preferred Shares") of the Company are expected to remain outstanding in accordance with their terms following closing of the Transaction. The Preferred Shares will continue to be listed on the TSX and, as a result, the Company will continue to be a reporting issuer under applicable Canadian securities laws following closing of the Transaction. The 2.961% Series 3 Senior Unsecured Notes due November 17, 2025, 7.293% Series 4 Senior Unsecured Notes due September 8, 2026 and the 6.261% Series 5 Senior Unsecured Notes due November 1, 2027 (collectively, the "Company Notes") will be redeemed on the closing of the Transaction to the extent outstanding at such time. Each holder of Company Notes outstanding at such time will receive a cash amount equal to the applicable redemption price, plus accrued and unpaid interest, as of the closing date in accordance with the terms of such holder's Company Notes. First National intends to continue paying its regular monthly cash dividend of $0.208334 per Share in the ordinary course through to closing of the Transaction and regular quarterly dividends on the Preferred Shares in accordance with their terms. Transaction Rationale The conclusions and recommendations of the Special Committee and the Board were based on a number of factors, including the following: Compelling Value and Immediate Liquidity to Shareholders: The all-cash Purchase Price provides Shareholders with certainty of value and immediate liquidity. The Purchase Price represents a premium of approximately 15.2% and 22.8% to the 30 and 90-trading day volume weighted average trading price, respectively, per Share as of July 25, 2025, and is also above the 52-week high closing price of the Shares as of that date. Market Check: The Transaction is the result of a robust strategic review process led by the Company's financial advisor, RBC Capital Markets, which included outreach to a broad pool of potential buyers and resulted in multiple acquisition proposals, of which the proposal submitted by the Purchaser offered the highest value to Shareholders. Formal Valuation: The Special Committee received an opinion from its independent valuator and financial advisor BMO Capital Markets ("BMO") that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. Fairness Opinion: The Special Committee received an opinion from BMO that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Arrangement Agreement Terms: The Arrangement Agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee advised by independent and highly qualified legal and financial advisors and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board. Ability to Respond to Superior Proposal: Under the Arrangement Agreement, the Board of Directors, in certain circumstances until Shareholder approval is obtained, is able to consider any unsolicited acquisition proposals, and where the Board determines that an acquisition proposal is a superior proposal may, subject to a right to match in favour of the Purchaser, withdraw, modify or amend its recommendation that Shareholders vote to approve the Arrangement. However, under the Arrangement Agreement the Company is required to proceed with holding a vote on the Transaction, even if the Board has changed its recommendation. Break Fee: The break fee payable by the Company of $50 million is only payable in limited circumstances such as where the Arrangement Agreement is terminated as a result of a change in the Board's recommendation. Reverse Break Fee: The Company is entitled to a reverse break fee of $75 million in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to close. No Financing Condition: The Transaction is not subject to a financing condition. Minority Vote and Court Approval: The Transaction must be approved by two-thirds of the votes cast by Shareholders, as well as by a simple majority of the votes cast by Shareholders excluding the Shares held by the Rolling Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List), which will consider the fairness and reasonableness of the Transaction to Shareholders. Support for the Transaction: As described above, the Rolling Shareholders as well as all of the directors and executive officers of the Company have entered into voting agreements, pursuant to which they have agreed to, among other things, vote in favour of the Transaction at the special meeting of Shareholders to be held to approve the Transaction. Formal Valuation and Fairness Opinion In connection with its review and consideration of the Transaction, the Special Committee engaged BMO as its independent valuator and financial advisor and requested that BMO prepare a formal valuation in accordance with MI 61-101. BMO delivered an oral opinion that, as of July 27, 2025, and based on BMO's analysis and subject to the assumptions, limitations and qualifications to be set forth in BMO's written valuation, the fair market value of the Shares is in the range of $44.00 to $50.00 per Share. In addition, BMO provided an oral opinion that, as of July 27, 2025, and subject to the assumptions, limitations and qualifications to be set forth in BMO's written fairness opinion, the consideration to be received by Shareholders (other than the Rolling Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders. Additional Transaction Details The Transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). The Transaction is subject to a number of conditions customary for transactions of this nature, including, among others: (i) the approval of at least two-thirds of the votes cast by Shareholders (including the Rolling Shareholders) at a special meeting of Shareholders; (ii) the approval of a simple majority of the votes cast by Shareholders other than the Rolling Shareholders and any other Shareholders required to be excluded pursuant to MI 61-101 at such special meeting; (iii) clearance under the Competition Act (Canada); and (iv) court approval. Completion of the Transaction is not subject to a financing condition. The Company expects to hold the special meeting of Shareholders to consider and vote on the Transaction in September 2025. If approved at the meeting, the Transaction is expected to close in the fourth quarter of 2025, subject to court approval, Competition Act (Canada) clearance and other customary closing conditions. Following closing of the Transaction, the Purchaser intends to cause the Shares to be delisted from the TSX. The Preferred Shares will remain listed on the TSX. Jason Ellis is expected to remain First National's Chief Executive Officer and lead the business in all aspects of its operations. First National's current leadership team is also expected to continue following the conclusion of the Transaction. Further information regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed under the Company's SEDAR+ profile at Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the independent valuation and fairness opinion and the rationale for the recommendation by the Special Committee and the Board will be provided in the information circular for the special meeting of Shareholders, which will also be filed under the Company's SEDAR+ profile at Early Warning Disclosure by the Rolling Shareholders Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Stephen Smith, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6, will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Stephen Smith, through Smith Financial Corporation ("SFC") and FNSC Holdings Inc. ("FNSC", and together with SFC, the "Smith Entities"), currently owns 22,409,355 of the issued and outstanding Shares representing approximately 37.4% of the issued and outstanding Shares (on a fully diluted basis). SFC intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Stephen Smith will beneficially own an indirect approximate 19% interest in First National. The Smith Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Stephen Smith's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Stephen Smith may be obtained by contacting: Justin Brenner, SVP, Managing Director, Smith Financial Corporation, [email protected], (647) 446-2122. Further to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Moray Tawse, 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6 will file an amended early warning report in connection with his participation in the Transaction as a Rolling Shareholder and for which he has entered into an irrevocable voting agreement agreeing to vote his Shares in favour of the Transaction and against any competing acquisition proposals, which agreement restricts the ability to vote for, support or participate in a competing transaction for as long as the Arrangement Agreement is in force and for a period of four months following the termination of the Arrangement Agreement in certain circumstances, including as a result of the failure to obtain the required Shareholder approval. Moray Tawse, through 801420 Ontario Limited ("Tawse Holdco") and The Tawse Family Charitable Foundation (The Tawse Family Charitable Foundation together with Tawse Holdco, the "Tawse Entities"), currently owns 20,404,355 Shares representing approximately 34.0% of the issued and outstanding Shares (on a fully diluted basis). Tawse Holdco intends to transfer ownership of its Rollover Shares to a newly formed Ontario limited partnership prior to closing of the Transaction in exchange for units of the partnership. Following completion of the Transaction, Moray Tawse will beneficially own an indirect approximate 19% interest in First National. The Tawse Entities hold Shares for investment purposes and expect to review from time to time the investment in the Company and may, depending on the market and other conditions: (i) acquire additional securities, options or related derivatives in the open market, in privately negotiated transactions or otherwise, and (ii) dispose of all or a portion of the securities, options or related derivatives over which they now or hereafter exercise, or may be deemed to exercise, control or direct. A copy of Moray Tawse's related early warning report will be filed with the applicable securities commissions and will be filed under the Company's SEDAR+ profile at Further information and a copy of the early warning report of Moray Tawse may be obtained by contacting: Eric Torelli, Chief Financial Officer, Chambertin Asset Management Ltd., [email protected], (416) 994-7507. The Company's head office address is 16 York Street, Suite 1900, Toronto, Ontario, M5J 0E6. Advisors RBC Capital Markets is acting as financial advisor to the Company. BMO Capital Markets is acting as financial advisor and independent valuator to the Special Committee. Torys LLP is acting as legal advisor to the Company. Blake, Cassels & Graydon LLP is acting as legal advisor to the Special Committee. CIBC Capital Markets is acting as financial advisor and Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Birch Hill and Brookfield. Birch Hill and Brookfield's debt financing for the transaction was fully underwritten by Canadian Imperial Bank of Commerce, RBC Capital Markets, and TD Securities, as Joint Bookrunners and Co-Lead Arrangers. Initial commitments were also provided by The Bank of Nova Scotia and National Bank of Canada, and will be followed by a general syndication. About First National First National Financial Corporation is the parent company of First National Financial LP, a Canadian-based originator, underwriter and servicer of predominantly prime residential (single-family and multi-unit) and commercial mortgages. With more than $155 billion in mortgages under administration, First National is one of Canada's largest non-bank mortgage originators and underwriters. For more information, please visit About Birch Hill Birch Hill is a Canadian mid-market private equity firm with a long history of driving growth in its portfolio companies and delivering returns to its investors. Based in Toronto, Birch Hill currently has over $6 billion in capital under management. Since 1994, the firm has made 73 investments, with 59 fully realized. Today, Birch Hill's 14 partner companies collectively represent one of Canada's largest corporate entities with over $8 billion in total revenue and more than 40,000 employees. About Brookfield Brookfield Asset Management (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager with over US$1 trillion of assets under management. Brookfield invests client capital for the long term with a focus on real assets and essential service businesses that form the backbone of the global economy. Brookfield offers a range of alternative investment products to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield's private equity business, which manages over US$145 billion of assets under management, focuses on driving operational transformation in businesses providing essential products and services. Forward-Looking Information This news release contains statements that are "forward-looking information" within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will, "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. Forward-looking statements include, among other things, statements with respect to the Transaction, including statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, the premium to be received by Shareholders, the expected benefits of the Transaction, the intention to continue to pay monthly dividends on the Shares and regular quarterly dividends on the Preferred Shares, the anticipated timing and the various steps to be completed in connection with the Transaction, including receipt of Shareholder, court and regulatory approvals, the anticipated timing for closing of the Transaction, the anticipated delisting of the Shares from the TSX, the anticipated treatment of the Preferred Shares and the Company Notes and the Company's status as a reporting issuer under applicable securities laws. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking information. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to the retention of key personnel during the interim period; the possibility of litigation relating to the Transaction; risks related to the diversion of management's attention from the Company's ongoing business operations; and the other risk factors identified under "Risks and Uncertainties Affecting the Business" in the Company's latest management's discussion and analysis and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company's SEDAR+ profile at These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speaks only as of the date of this release and is subject to change after such date. Management and First National disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under securities laws.
Cision Canada
2 days ago
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Westbridge Renewable Energy Announces Share Consolidation
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Following the Consolidation, it is expected that the Company will have approximately 25,287,462 Common Shares issued and outstanding, subject to rounding for fractional shares. No fractional shares will be issued as a result of the Consolidation. Any fractional interest in Common Shares will be rounded down to the nearest whole number, in accordance with TSXV policies. The Consolidation remains subject to final approval by the Exchange. The Company's name and trading symbol will remain unchanged. The effective date of the Consolidation, along with the new CUSIP and ISIN numbers, will be announced in a subsequent news release once TSXV approval has been obtained. "This share consolidation is a strategic step that supports Westbridge's broader growth trajectory and enhances our profile in public capital markets," said Stefano Romanin, CEO of Westbridge. About Westbridge Renewable Energy Westbridge originates, develops, operates and monetizes best-in-class, utility-scale solar PV projects, stand-alone battery energy storage projects and other clean energy-focused development. The Company has a portfolio of projects in four key jurisdictions: Canada, the U.S., the U.K. and Italy. Westbridge delivers attractive, long-term returns by originating and developing an international portfolio of renewable energy assets to support increasing demand for energy and grid reliability. Management brings a strong track-record with a cumulative 40+ development projects worldwide. As one of very few listed, pure-play international solar and BESS development companies, Westbridge provides investors with access to greenfield solar and energy storage projects at the earliest stage of development, allowing them to benefit from the full development value chain. Westbridge aims to deliver clean, sustainable electricity and energy storage solutions to support increasing electricity demand and grid reliability in the jurisdictions in which it operates. For more information, please visit: | Twitter | LinkedIn Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements Certain information set forth in this document contains forward-looking information and statements and the timing thereof. Forward-looking information also includes management's assessment of future plans and operations, that the Company will complete the Consolidation; that the Company will receive the necessary approvals to complete the Consolidation; that the number of Shares outstanding following the Consolidation will be consistent with the number set out herein; that the Consolidation will impact the Company as anticipated; and that the treatment of fractional shares will align with management's current expectations. Such forward-looking statements or information are provided for the purpose of providing information about management's current expectations and plans relating to the future, including project milestone progress at Fontus, and should not be relied upon for any other purpose. Forward-looking statements or information typically contain statements with words such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "project", "potential", "will", "may", "could", "should", or similar words suggesting future outcomes or statements regarding future performance and outlook. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them, as actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to: the Company's ability to complete licensing and interconnection processes; availability of capital and financing on acceptable terms or at all; risks relating to general business, economic, competitive, regulatory, policy and social uncertainties; changes in laws or market conditions; and the risks identified under the headings "Risk Factors" in the Company's annual financial statements and management's discussion and analysis, and other disclosure documents available on the Company's profile on SEDAR+ at The forward-looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, except as required by law. SOURCE Westbridge Renewable Energy Corp.
Cision Canada
2 days ago
- Cision Canada
LOMBARD STREET CAPITAL CORP. AND LITHIUM AFRICA RESOURCES CORP. ANNOUNCE EXECUTION OF BUSINESS COMBINATION AGREEMENT
/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, July 25, 2025 /CNW/ - Lombard Street Capital Corp. (TSXV: LSC.P) (the " Corporation") a capital pool company as defined under TSX Venture Exchange (" TSXV" or the " Exchange") Policy 2.4 – Capital Pool Companies, and Lithium Africa Resources Corp. (" LARC") are pleased to announce that, further to the Corporation's news releases dated March 31, 2025 and April 21, 2025 (the " Prior Press Releases"), the Corporation and LARC, have entered into a business combination agreement dated July 24, 2025 (the " Definitive Agreement") in connection with the proposed business combination of the Corporation and LARC to ultimately form the resulting issuer (the " Resulting Issuer") that will continue on the business of LARC, subject to the terms and conditions outlined below and in the Prior Press Releases. The Corporation and LARC intend that the transactions contemplated by the Definitive Agreement (the " Proposed Transaction") will constitute the Corporation's Qualifying Transaction, as such term is defined in the policies of the Exchange. Following completion of the Proposed Transaction, the Resulting Issuer intends to list as a Tier 2 Mining Issuer on the Exchange. Under the terms of the Definitive Agreement, the Proposed Transaction will be completed by way of a merger under the laws of the Cayman Islands, whereby a wholly owned subsidiary of the Corporation to be incorporated under the laws of the Cayman Islands and LARC will merge under the laws of the Cayman Islands, and the resulting merged entity will survive as a wholly-owned subsidiary of the Corporation. Each issued and outstanding Class A common share of LARC (each an " LARC Share") will be exchanged for common shares (the " Resulting Issuer Shares") of the Resulting Issuer on the basis of one (1) Resulting Issuer Share for one (1) LARC Share (the " Exchange Ratio"). In addition, it is contemplated that all securities convertible, exercisable or exchangeable into LARC Shares outstanding at the effective time will be exchanged for similar securities of the Resulting Issuer on the basis of the Exchange Ratio. Please see the Prior Press Releases for additional information regarding the Proposed Transaction. About LARC LARC has an established 50/50 joint venture partnership with GFL International Co., Ltd. (" GFL") to jointly advance exploration in Africa (the " LAR-GFL JV") and through the LAR-GFL JV, LARC has an indirect 50% interest in a portfolio of exploration assets in hardrock pegmatite districts across a number of prospective African regions covering Ivory Coast, Guinea, Mali and Zimbabwe; separately LARC is working in collaboration with Morocco's National Office of Hydrocarbons and Mining to explore in the Bir El Mami area, located in the Dakhla-Oued Ed-Dahab region (collectively the " Properties"). Prior to completion of the Proposed Transaction, LARC proposes to effect a split of the issued and outstanding LARC Shares, on a fully diluted basis, on the basis of approximately ten (10) post-split LARC Shares for every one (1) pre-split LARC Share issued and outstanding (the " LARC Share Split"). Please see the Prior Press Releases for additional information regarding LARC and the Properties. LARC Private Placement In connection with the Proposed Transaction, LARC completed a brokered and non-brokered private placement offering (collectively, the " LARC Private Placement") of 123,396 units of LARC (the " LARC Units") at a price of C$28.00 per LARC Unit for gross proceeds of C$3,455,088. Each LARC Unit is comprised of (i) one LARC Share, (ii) one LARC Share purchase warrant (each LARC Share purchase warrant, a " Warrant") entitling the holder thereof to acquire one additional LARC Share (each, a " Warrant Share") at a price of C$37.00 per Warrant Share until April 22, 2030, and (iii) one special warrant of LARC (each, a " LARC Special Warrant"). Each Special Warrant entitles the holder thereof to receive, without payment of any further consideration and without further action on the part of the holder, and subject to customary adjustment provisions, 0.15 additional LARC Shares (the " Penalty Shares"). The Special Warrants shall be automatically exercised, with no further action on the part of the holder (and for no additional consideration), on October 22, 2025 (the " Trigger Date"). In the event the Proposed Transaction is completed on or before 5:00 p.m. (ET) on the Trigger Date, the Special Warrants will expire, and the Penalty Shares will not be issued. The LARC Shares, LARC Warrants and LARC Special Warrants will be issued on a pre-LARC Share Split basis. In connection with the LARC Private Placement, LARC paid to certain brokers and finders a cash commission of approximately $117,200 and issued 1,011 broker warrants and 7,627 advisory warrants with each broker warrant and advisory warrant being exercisable until April 22, 2028 to acquire one LARC Share for C$28.00. Following the completion of the Proposed Transaction, the Resulting Issuer is anticipated to have cash on hand of approximately C$7 million, which shall be used towards the exploration and development of LARC's asset portfolio. On the terms of the LARC GFL JV, funding provided by LARC into the Properties is expected to be matched by GFL. LARC intends to use the net proceeds of the LARC Private Placement and the Concurrent Financing for (i) exploration of its properties in Ivory Coast and Zimbabwe (the " Material Properties"), and (ii) general corporate and working capital purposes. Completion of the Concurrent Financing is a condition of the completion of the Proposed Transaction. Concurrent Financing Prior to or concurrently with the closing of the Proposed Transaction, it is anticipated that LARC will complete a concurrent non-brokered private placement (the " Concurrent Financing") of subscription receipts (each a " Subscription Receipt") at C$2.80 per Subscription Receipt (on a post-LARC Share Split basis), for minimum gross proceeds of C$1,544,914. Each Subscription Receipt shall convert into one unit of LARC (each, a " SR Unit") (on a post-LARC Share Split basis) immediately prior to the closing of the Proposed Transaction. Each SR Unit shall comprise of one LARC Share and one LARC Share purchase warrant entitling the holder thereof to acquire one additional LARC Share at a price of C$3.70 per LARC Share for a period of five years from the date of issuance. Lock up Agreements In addition to the escrow requirements of the TSXV and applicable securities laws, certain securityholders of LARC, who collectively own 969,164 LARC Shares (representing approximately 68% of the issued and outstanding LARC Shares) and 124,850 options (" LARC Options") of LARC (representing approximately 62% of the outstanding LARC Options), have agreed to a voluntary one-year lock-up period with respect to the Resulting Issuer Shares and options of the Resulting Issuer that they will receive in exchange for their LARC Shares and LARC Options upon completion of the Proposed Transaction. Lombard is a capital pool company and its common shares are listed for trading on the TSXV under the symbol "LSC.P". Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, Lombard will file a filing statement or a management information circular on its issuer profile on SEDAR+ ( which will contain details regarding the Proposed Transaction, Lombard, the Material Properties, the Concurrent Financing, and the Resulting Issuer. Sponsorship of Qualifying Transaction Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. Lombard intends to apply for an exemption from the sponsorship requirements. Reinstatement to Trading In accordance with the policies of the TSXV, the Lombard Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction. Further Information Further details about the Proposed Transaction and the Resulting Issuer will be provided in subsequent press releases as the Proposed Transaction advances and in the disclosure document to be prepared and filed in connection with the Proposed Transaction. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction. ABOUT THE CORPORATION The Corporation is a CPC that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the CPC Policy, until the completion of its Qualifying Transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction. Information concerning LARC has been provided to the Corporation by LARC for inclusion in this press release. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements in this press release relate to, among other things, the Proposed Transaction and certain terms and conditions thereof; the business of LARC, information concerning the Material Properties, the commissioning of an updated NI 43-101 compliant technical report with respect to the Material Properties, the terms, use of proceeds and completion of the LARC Private Placement and the Concurrent Financing, and the terms thereof; TSXV sponsorship requirements and intended application for exemption therefrom; matching of the Resulting Issuer's funds by GFL; shareholder, director and regulatory approvals; and future press releases and disclosure. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; the listing of the Resulting Issuer on the Exchange; and completion of a Qualifying Transaction. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. SOURCE Lombard Street Capital Corp.
