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Cision Canada
15-07-2025
- Business
- Cision Canada
Nuclear Fuels Announces Filing and Mailing of Special Meeting Materials in Connection with Proposed Arrangement with Premier American Uranium
CSE:NF OTCQX:NFUNF VANCOUVER, BC, July 15, 2025 /CNW/ - Nuclear Fuels Inc. (CSE: NF) (OTCQX: NFUNF) ("Nuclear Fuels" or the "Company") is pleased to announce that it has filed with the applicable Canadian securities regulatory authorities a management information circular dated July 10, 2025 (the " Circular") and related meeting materials (together with the Circular, the " Meeting Materials") of the Company for use at the special meeting (the " Meeting") of Nuclear Fuels shareholders (the " Company Shareholders") to be held in connection with the proposed plan of arrangement under the Business Corporations Act (British Columbia) involving the Company and Premier American Uranium Inc. (" Premier American Uranium" or " PUR"), as previously announced in a news release dated June 5, 2025 (the " Arrangement"). The Company has commenced the mailing of copies of the Meeting Materials to Company Shareholders entitled to vote on the Arrangement at the Meeting. At the Meeting, Company Shareholders will be asked to consider a special resolution (the " Arrangement Resolution") approving the Arrangement pursuant to which PUR will acquire all of the issued and outstanding common shares of Nuclear Fuels (each whole share, an " NF Share"). Pursuant to the Arrangement, each Company Shareholder will receive 0.33 of a common share of PUR (each, a " PUR Share") for each NF Share held (the " Exchange Ratio"). The Board of Directors of Nuclear Fuels recommends that Company Shareholders vote FOR the Arrangement Resolution. Additional details with respect to the Arrangement, the reasons for the recommendation of the Board of Directors of the Company as well as the potential benefits and risks of the Arrangement are described in the Circular, which Shareholders are encouraged to read in its entirety. The Meeting and Voting The Meeting is scheduled to be held at the offices of Morton Law LLP located at 1200 – 750 West Pender Street, Vancouver, BC V6C 2T8, at 11:00 a.m. (Vancouver time) on August 13, 2025, subject to adjournment or postponement. Company Shareholders are encouraged to carefully read the notice of meeting, the Circular and other Meeting Materials for information concerning the Arrangement, the Arrangement Resolution and voting. The Meeting Materials are available under Nuclear Fuels' profile on SEDAR+ at Only Company Shareholders of record as at the close of business on July 7, 2025 are eligible to vote at the Meeting. About Nuclear Fuels Inc. Nuclear Fuels Inc. is a uranium exploration company advancing early stage, district-scale ISR amenable uranium projects towards production in the U.S. Leveraging extensive proprietary historical databases and deep industry expertise, Nuclear Fuels is well-positioned in a sector poised for significant and sustained growth on the back of strong government support. Nuclear Fuels has consolidated the Kaycee district under single-company control for the first time since the early 1980s. Currently planning its 2025 drill program following successful 2023 and 2024 drilling, the Company aims to expand on historic resources across a 35-mile trend with over 430 miles of mapped roll-fronts defined by 3,800 drill holes. The Company's strategic relationship with enCore Energy Corp., America's Clean Energy Company™, offers a mutually beneficial "pathway to production," with enCore owning an equity interest and retaining the right to back-in to 51% ownership in the flagship Kaycee Project in Wyoming's prolific Powder River Basin. The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release. None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act"), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Cautionary Statements This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to activities, events or developments that the Company expects or anticipates will or may occur in the future including, but not limited to, the date of the Meeting and completion of the mailing of the Meeting Materials, Nuclear Fuels' position in the mining sector and anticipated support from the government, expected drilling programs, and benefits of the strategic relationship with enCore. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. Such forward-looking information and statements are based on numerous assumptions, including receipt of required shareholder, regulatory, court and stock exchange approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, and other expectations and assumptions concerning the Arrangement. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management of the Company at the time, there can be no assurance that such assumptions will prove to be accurate. Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain shareholder, regulatory, court or stock exchange approvals in connection with the Arrangement, material adverse change in the timing of completion and the terms and conditions upon which the Arrangement is completed, inability to satisfy or waive all conditions to complete the Arrangement as set out in the arrangement agreement, failure to complete the Arrangement, failure to realize the anticipated benefits of the Arrangement or implement the business plan for the PUR following completion of the Arrangement, negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known current mineral reserves or resources, unsuccessful drill programs, changes in the Company's strategic relationship, reliance on key management and other personnel, potential downturns in economic conditions, unanticipated changes in market price for PUR Shares and/or Company Shares, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, and risks generally associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals, stock market conditions generally, demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the Company conducts business, and the risk factors with respect to the Company set out in its management's discussion & analysis filed for its most recent financial year end and period end with the Canadian securities regulators and are available under the Company's profile on SEDAR+ at Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
Cision Canada
14-07-2025
- Business
- Cision Canada
ESSA Pharma Inc. Announces Definitive Agreement to be Acquired by XenoTherapeutics, Inc., Backed by XOMA Royalty Corporation in All-Cash Transaction
SOUTH SAN FRANCISCO, Calif. and VANCOUVER, BC and BOSTON and EMERYVILLE, Calif., July 14, 2025 /CNW/ -- ESSA Pharma Inc. ("ESSA," or the "Company") (NASDAQ: EPIX) today announced that it has entered into a definitive agreement (the "Business Combination Agreement") with XenoTherapeutics, Inc. ("Xeno"), a non-profit biotechnology company, under which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of ESSA (the "Common Shares"). XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ: XOMA), the biotechnology royalty aggregator, is acting as the structuring agent and will provide financing to Xeno for this Transaction. Under the terms of the Business Combination Agreement, ESSA shareholders will receive a cash payment per Common Share that will be determined based upon ESSA's cash balance at closing after deducting certain transaction costs, a reserve for liabilities and legal expenses, and a transaction fee (the "Final Cash Amount"). In addition, each ESSA shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Common Share that entitles the holder to receive a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the close of the Transaction. To expedite the distribution of cash to ESSA shareholders, ESSA will also apply to the Supreme Court of British Columbia for an order authorizing it to make an initial cash distribution to ESSA shareholders prior to the closing of the Transaction. In total, with the initial cash distribution, if authorized, and the cash payable upon closing of the Transaction, each ESSA shareholder is currently estimated to receive approximately US$1.91 per Common Share, exclusive of any payments received pursuant to the CVR. The date of the applications will be announced by further press release. Inquiries related to such applications can be directed to ESSA's counsel, Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC V6E 4E5 attention: Alexandra Luchenko, or by email to [email protected]. "After conducting a comprehensive review of the opportunities available to ESSA and considering the communications received from our shareholders, the ESSA Board of Directors has unanimously concluded that entering into this agreement with Xeno and XOMA Royalty is in the best interest of the Company and maximizes value for our shareholders as the Company proceeds with its plans to discontinue operations and wind-down its business," said David Parkinson, M.D., President and CEO of ESSA. "This Transaction delivers cash value to shareholders in an expedited timeframe, with less complexity and value risk when compared to a liquidation, and thus delivers more certain value to shareholders." Transaction Details The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval of at least: (i) 66⅔% of the votes cast by ESSA shareholders; (ii) 66⅔% of the votes cast by ESSA securityholders (including holders of ESSA options and pre-funded warrants), voting together as a single class; and (iii) a majority of the votes cast by ESSA shareholders excluding votes held by certain "interested parties" required to be excluded by Multilateral Instrument 61-101, at a special meeting to be held to consider the Transaction (the "Special Meeting"). In addition to approval by ESSA securityholders, the Transaction is also subject to receipt of court approval, and other customary conditions. The Transaction is expected to close in the second half of 2025. The Business Combination Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company and a right for Xeno to match any Superior Proposal (each as defined in the Business Combination Agreement). The Business Combination Agreement includes a termination fee of US$2.5 million, payable by the Company under certain circumstances, including in connection with the Company's entry into an agreement with respect to a Superior Proposal. The directors and senior officers of the Company, owning in aggregate approximately 2.23% of the outstanding shares of Common Shares, have entered into voting and support agreements, pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction. ESSA Board of Directors and Transaction Committee Recommendations A transaction committee composed entirely of independent directors of the Company (the "Transaction Committee") unanimously recommended entering into the Business Combination Agreement to the board of directors of ESSA (the "Board"). The Board has evaluated the Business Combination Agreement with the Company's management, legal and financial advisors and, following the receipt and review of the unanimous recommendation from the Transaction Committee and the opinion of the Transaction Committee's financial advisors, the Board has unanimously approved the Transaction and determined that the Transaction is in the best interest of the Company. The Board has resolved to recommend that the Company's securityholders vote in favor of the Transaction, subject to the terms and conditions contained in the Business Combination Agreement. Advisors Leerink Partners is serving as the exclusive financial advisor to ESSA and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as ESSA's Canadian legal counsel and U.S. legal counsel, respectively. Stikeman Elliott LLP and Gibson, Dunn & Crutcher LLP are serving as XOMA Royalty's Canadian legal counsel and U.S. legal counsel, respectively. About ESSA Pharma Inc. ESSA is a pharmaceutical company that was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. For more information, please visit About XenoTherapeutics, Inc. XenoTherapeutics Inc. is a Massachusetts-based 501(c)(3) research foundation focused on advancing xenotransplantation through scientific research, clinical development, and public education. For more information, please visit About XOMA Royalty Corporation XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. The Company has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about the Company and its portfolio, please visit or follow XOMA Royalty Corporation on LinkedIn. Forward Looking Statements This communication, and any related oral statements, contains certain information which, as presented, constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements that relate to future events and often address expected future business and financial performance, containing words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and include, but are not limited to, statements regarding the proposed timing and completion of the Transaction; the amounts payable under the Transaction; the Company's application to the Supreme Court of British Columbia for a reduction of capital and cash distribution prior to the closing of the Transaction; the timing and receipt of securityholder, regulatory and court approvals of the Transaction; the satisfaction of the conditions to the completion of the Transaction and other statements that are not statements of historical facts. In this communication, these forward-looking statements are based on ESSA's current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by ESSA, all of which are subject to change. Forward-looking statements are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of ESSA to control or predict, and which may cause ESSA's actual results, performance or achievements to be materially different from those expressed or implied thereby, including the consummation of the Transaction and the anticipated benefits thereof. Such statements reflect ESSA's current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by ESSA as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, regulatory, political and social uncertainties and contingencies. In making forward-looking statements, ESSA may make various material assumptions, including but not limited to (i) the completion of the Transaction on anticipated terms and timing, including obtaining required securityholder, regulatory and court approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted by or against ESSA, Xeno, XOMA Royalty or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Transaction will harm ESSA's business, including current plans and operations; (iv) the ability of ESSA to retain and hire key personnel; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting ESSA's business; (viii) the accuracy of ESSA's financial projections; (ix) general business, market and economic conditions; (x) certain restrictions during the pendency of the Transaction that may impact ESSA's ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as ESSA's response to any of the aforementioned factors; (xii) significant transaction costs associated with the Transaction; (xiii) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) competitive responses to the Transaction; (xv) the risks and uncertainties pertaining to ESSA's business, including those set forth in ESSA's Annual Report on Form 10-K dated December 17, 2024, under the heading "Risk Factors", a copy of which is available on ESSA's profile on EDGAR at and on SEDAR+ at and as otherwise disclosed from time to time on ESSA's EDGAR and SEDAR+ profiles; and (xvi) the risks and uncertainties that will be described in the proxy statement and management information circular for the Company's securityholders filed with the U.S. Securities and Exchange Commission (the "SEC," and such statement, the "Proxy Statement") available from the sources indicated above. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on ESSA's financial condition, results of operations, credit rating or liquidity. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and ESSA undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable United States and Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements. Important Additional Information and Where to Find It In connection with the proposed Transaction between ESSA, Xeno and XOMA Royalty, ESSA will file with the SEC the Proxy Statement, the definitive version of which will be sent or provided to ESSA securityholders. ESSA may also file other documents with the SEC regarding the proposed Transaction. This document is not a substitute for the proxy statement or any other document which ESSA may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the proxy statement (when it is available) and other documents that are filed or will be filed with the SEC by ESSA through the website maintained by the SEC at on SEDAR+ at ESSA's website at Participants in the Solicitation ESSA and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from ESSA's shareholders in connection with the proposed Transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed Transaction (if and when they become available). Information relating to the foregoing can also be found in ESSA's proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on January 22, 2025 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on ESSA's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above. ESSA Contact Information: or Nick Lamplough / Dan Moore [email protected] XenoTherapeutics Contact Information: Jon Adkins President & Co-Founder, Xeno Therapeutics Foundation [email protected] XOMA Royalty Investor Contact Juliane Snowden XOMA Royalty Corporation +1 646-438-9754 [email protected] XOMA Royalty Media Contact Kathy Vincent KV Consulting & Management [email protected]
Cision Canada
09-07-2025
- Business
- Cision Canada
The INX Digital Company, Inc. Announces the Deposit of US$10 million in Escrow and Receipt of Approval from the Financial Industry Regulatory Authority, Inc., ("FINRA") for Change of Ownership
TORONTO and NEW YORK, July 9, 2025 /CNW/ - The INX Digital Company, Inc. (Cboe CA: INXD) (OTCQB: INXDF) (INXATS: INX) (" INX" or the " Company") is pleased to announce that, pursuant to the terms of the arrangement agreement dated April 3, 2025 (as amended on May 6, 2025) among the Company, OpenDeal Inc. (d/b/a Republic) (" Republic") and Republic Strategic Acquisition Co LLC (the " Purchaser"), the Company, Republic, the Purchaser and Odyssey Trust Company (" Odyssey") have entered into an escrow agreement and Republic has deposited US$10 million in escrow with Odyssey in its capacity as the escrow agent. Pursuant to the terms of the previously announced plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the " Arrangement") involving the Company, Republic and the Purchaser, Republic will acquire all of the outstanding shares of the Company not already held by Republic. The Company's shareholders approved the Arrangement at the annual general and special meeting of Shareholders held on June 19, 2025 and the Company obtained a final order of the Supreme Court of British Columbia on June 25, 2025. On July 8, 2025, the Company received the approval from FINRA for the change of ownership. Closing of the Arrangement remains subject to certain customary closing conditions. About the INX Group: INX provides regulated trading platforms for digital securities and cryptocurrencies. With a blend of traditional market expertise and a disruptive fintech approach, INX offers state-of-the-art solutions to modern financial challenges. The company is led by a dedicated team of business, finance, and technology veterans committed to redefining capital markets through blockchain technology and a disciplined regulatory approach. The INX Digital Company, Inc. is the holding company for the INX Group, which includes regulated trading platforms for digital securities and cryptocurrencies. The INX Group's vision is to be the preferred global regulated hub for digital assets on the blockchain. Our mission is to bring communities together and empower them with financial innovation. INX's journey began with the initial public token offering of the INX Token, in which it raised US$84 million. The INX Group is shaping the blockchain asset industry by working within a regulated environment under oversight from regulators like the SEC and FINRA. For more information, please visit the INX Group website here. About Republic: Headquartered in New York City, Republic is a global financial firm operating a network of retail-focused investment platforms and an enterprise digital advisory arm. With a deep track record of legal and technical innovation, Republic is known for providing access to new asset classes to investors of all types. Backed by Valor Equity Partners, Galaxy Interactive, HOF Capital, AngelList and other leading institutions, Republic boasts a global portfolio of over 2,000 companies and a community of nearly three million members in over 150 countries. More than $3 billion has been deployed through investment platforms, funds, and firms within the Republic family of companies with operations established in the US, the UK, EU, the UAE, and South Korea. For more information on Republic, visit All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th FL, New York, 10010 please check our background on FINRA's BrokerCheck and Form CRS here. *Any commission sharing agreements between INX and Republic are specifically between Republic's regulated entities - OpenDeal Portal LLC and OpenDeal Broker LLC. Cautionary Note Regarding Forward-Looking Information and Other Disclosures This press release contains statements that constitute "forward-looking information" (" forward-looking information") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Forward-looking information includes predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance and often uses phrases such as "expects", "anticipates", "plans", "believes", or variations of such words and phrases. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including the timing to complete the Arrangement, and other statements that are not historical facts. INX has made certain assumptions in disclosing the forward-looking information contained in this press release, including the continued development of the INX trading platform, the ability to complete the Arrangement on the contemplated terms or at all, and that the conditions precedent to closing of the Arrangement can be satisfied. While INX believes the expectations reflected in such forward-looking information are reasonable, no assurance can be given that these expectations will prove correct. Known and unknown risks, uncertainties, and other factors may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Factors include the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, regulatory developments, market conditions for digital securities and cryptocurrencies, and general economic conditions. Readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, INX disclaims any intention and assumes no obligation to update or revise forward-looking information to reflect actual results or new information. Cboe Canada is not responsible for the adequacy or accuracy of this press release. This news release does not constitute an offer to sell or solicit an offer to buy any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. SOURCE The INX Digital Company, Inc.
Cision Canada
07-07-2025
- Business
- Cision Canada
INTERRENT REIT ANNOUNCES END OF "GO-SHOP" PERIOD
OTTAWA, ON, July 7, 2025 /CNW/ - InterRent Real Estate Investment Trust ("InterRent" or the "REIT") (TSX: announced today the expiration of the 40-day go-shop period (the "Go-Shop Period") provided for in the arrangement agreement dated May 27, 2025 (the "Arrangement Agreement") between the REIT and Carriage Hill Properties Acquisition Corp. (the "Purchaser"), a newly formed entity owned by CLV Group and GIC, pursuant to which the Purchaser will acquire InterRent in an all-cash transaction valued at approximately $4 billion, including the assumption of net debt (the "Transaction"). During the Go-Shop Period, the REIT was permitted to actively solicit, facilitate and enter into negotiations with third parties that expressed an interest in acquiring the REIT. BMO Capital Markets ("BMO"), the REIT's financial advisor, contacted 85 potential buyers on behalf of the REIT. Nine of the potential buyers entered into confidentiality agreements with the REIT and were granted access to non-public information about the REIT. The Go-Shop Period expired at 11:59 p.m. ET on July 6, 2025. The REIT did not receive an Acquisition Proposal (as such term is defined in the Arrangement Agreement) during the Go-Shop Period. As the Go-Shop Period has ended, the non-solicitation provisions in the Arrangement Agreement are now in effect. These provisions limit the REIT, its subsidiaries and their representatives from soliciting, facilitating or entering into any discussions, negotiations or communications or other activities with any person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, subject to customary "fiduciary out" provisions, pursuant to which, among other things, the REIT may, subject to certain requirements, engage, on and subject to the terms and conditions set out in the Arrangement Agreement, with a person that submits a bona fide unsolicited Acquisition Proposal which constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal if consummated in accordance with its terms. The Transaction is structured as a statutory plan of arrangement under the Business Corporations Act (Ontario). Completion of the Transaction requires approval of at least 66 2/3% of the votes cast by unitholders, as well as the approval by a simple majority of votes cast by disinterested unitholders, excluding for this purpose votes attached to units held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions at a special meeting of InterRent. The place and time of the special meeting (the "Meeting") will be announced at a later date and InterRent will issue a management information circular, including voting instructions in due course. Related materials for the Meeting will be available under the REIT's profile on SEDAR+ at The Transaction is also subject to the approval of the Ontario Superior Court of Justice (Commercial List), regulatory approvals, consents and approvals from Canada Mortgage and Housing Corporation ("CMHC") and certain of InterRent's lenders and the satisfaction of other customary closing conditions. ABOUT INTERRENT InterRent REIT is a growth-oriented real estate investment trust engaged in increasing Unitholder value and creating a growing and sustainable distribution through the acquisition and ownership of multi-residential properties. InterRent's strategy is to expand its portfolio primarily within markets that have exhibited stable market vacancies, sufficient suites available to attain the critical mass necessary to implement an efficient portfolio management structure, and offer opportunities for accretive acquisitions. InterRent's primary objectives are to use the proven industry experience of the Trustees, Management and Operational Team to: (i) to grow both funds from operations per Unit and net asset value per Unit through investments in a diversified portfolio of multi-residential properties; (ii) to provide Unitholders with sustainable and growing cash distributions, payable monthly; and (iii) to maintain a conservative payout ratio and balance sheet. CAUTIONARY STATEMENT AND FORWARD-LOOKING STATEMENTS This press release contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements generally include, but are not limited to, statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning the Transaction, the ability to complete the Transaction and the other transactions contemplated by the Arrangement Agreement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Transaction, the receipt of the required shareholder approvals, regulatory approvals, consents and approvals of CMHC and certain existing lenders and court approval and other customary closing conditions, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and the expected benefits to InterRent and its unitholders and other stakeholders of the Transaction, and other statements that are not historical facts. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of InterRent to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: the Transaction and the terms thereof; the place and time of the special meeting and the date an information circular will be issued; and regulatory, court, unitholder, CMHC and lender approvals; the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, or that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, CMHC and certain existing lenders consent, shareholder and court approvals and other conditions to the closing of the Transaction or for other reasons; the negative impact that the failure to complete the Transaction for any reason could have on the price of InterRent's securities or on its business; the Purchaser's failure to pay the consideration at closing of the Transaction; the failure to realize the expected benefits of the Transaction; the restrictions imposed on InterRent while the Transaction is pending; the business of InterRent may experience significant disruptions, including loss of clients or employees due to Transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of InterRent; the risk that legal proceedings may be instituted against InterRent; significant Transaction costs or unknown liabilities; and risks related to the diversion of management's attention from InterRent's ongoing business operations while the Transaction is pending; and other risks and uncertainties affecting InterRent. For more information on the risks and uncertainties affecting InterRent, please refer to the "Forward-Looking Statements" section of InterRent's Management's Discussion and Analysis for the year ended December 31, 2024 and Annual Information Form for the financial year ended December 31, 2024 (the "AIF"), as well as the "Risk Factors" section of the AIF. Although the forward-looking information contained herein is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. InterRent has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, however, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. InterRent does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. T
Cision Canada
02-07-2025
- Business
- Cision Canada
EAGLE ROYALTIES AND SUMMIT ROYALTY EXECUTE DEFINITIVE AGREEMENT FOR REVERSE TAKEOVER OF EAGLE ROYALTIES
TORONTO, July 2, 2025 /CNW/ - Summit Royalty Corp. ("Summit") and Eagle Royalties Ltd. (CSE: (" Eagle") are pleased to announce that they have entered into a definitive amalgamation agreement (the " Amalgamation Agreement") in respect of a reverse takeover transaction (the " RTO"), pursuant to which Summit will "go-public" by way of a reverse takeover of Eagle. In this news release, references to the " Resulting Issuer" are to Eagle after the closing of the RTO. On June 30, 2025 Eagle, Summit and a newly-formed subsidiary of Eagle (" Eagle Subco") incorporated under the Business Corporations Act (Ontario) (the " OBCA"), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the " Amalgamation") pursuant to which (i) Eagle Subco will amalgamate with Summit under Section 174 of the OBCA to form one corporation, (ii) the securityholders of Summit will receive securities of the Resulting Issuer in exchange for their securities of Summit at an exchange ratio of five Resulting Issuer shares for each outstanding share of Summit (subject to adjustments in accordance with the Amalgamation Agreement) (the " Exchange Ratio"), and (iii) the transactions will result in a reverse takeover of Eagle, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement will be available electronically on SEDAR+ ( under Eagle's issuer profile in due course. The Exchange Ratio implies estimated consideration of C$0.18 per Eagle share, representing a premium of 47% based on Eagle's closing price on June 30, 2025 on the Canadian Securities Exchange. Drew Clark, President and Director of Summit, stated: "We are excited to announce this RTO with Eagle as we move toward a public listing and the combination of two strong royalty portfolios. Eagle's portfolio of royalties, notably including a royalty on a portion of Banyan's 7Moz AurMac Gold Project, coupled with over 35 royalty interests predominately in Canada, will provide excellent optionality that will complement our cash-flowing portfolio. We look forward to partnering with Eagle shareholders as we work to aggressively grow our business after we close the RTO." Tim J. Termuende, President, CEO and Director of Eagle, stated: "We are very pleased to announce the RTO and partnership with Summit as Eagle enters this new and exciting chapter in its development. We believe that this transaction immediately unlocks value for Eagle shareholders through a significant upfront premium and look forward to becoming meaningful shareholders in the combined company. Summit's team of experienced royalty professionals will unlock significant value for Eagle's shareholders through the addition of Summit's current portfolio of cash-flowing royalty and streaming assets. I'd like to thank Eagle's shareholders and team for all of their continued efforts and support in this transaction. The transaction with Summit will accelerate the growth and development of the combined company." As part of the RTO, and subject to any required shareholder and regulatory approvals, Eagle will: (i) change its name to "Summit Royalty Corp." or such other name as may be requested by Summit; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the target stock exchange (the " Exchange") on which the shares of the Resulting Issuer will trade (which may be the Canadian Securities Exchange (the " CSE") or the TSX Venture Exchange, as may be determined by Summit); (iii) reconstitute the board of directors and management of the Resulting Issuer; (iv) continue under the OBCA following completion of the RTO; (v) adopt a new equity compensation plan; (v) change its auditor; and (vi) if requested, consolidate its issued and outstanding shares at a consolidation ratio to be agreed between the parties (the " Consolidation"). Eagle intends to call an annual and special meeting of its shareholders to approve various corporate actions and seek approval of the RTO, which will result in a Fundamental Change (as defined in the policies of the CSE), by at least a majority of its shareholders pursuant to the policies of the CSE. In support of the RTO, all the directors and officers of Eagle, representing approximately 22% of the outstanding common shares of Eagle have entered into voting support agreements with Summit in support of the RTO (the " Eagle Support Agreements"). In addition, all of the directors and officers and certain shareholders of Summit representing approximately 78% of the outstanding common shares of Summit have entered into voting support agreements with Eagle in support of the RTO (the " Summit Support Agreements", together with the Eagle Support Agreements, the " Support Agreements"). The Amalgamation Agreement was negotiated at arm's length between representatives of Eagle and Summit. The board of directors of each of Eagle and Summit determined that the RTO is fair to the shareholders of Eagle and Summit, respectively. The common shares of Eagle will remain halted pending further filings with the Exchange. The Resulting Issuer is expected to be owned approximately (i) 80% by current shareholders of Summit, (ii) 20% by the current shareholders of Eagle, after giving effect to the RTO and without taking into account the effect of any financings before completion of the RTO. The full particulars of the RTO, the material properties of the Resulting Issuer, and the Resulting Issuer will be described in the management information circular of Eagle (the " Circular"), which will contain the information required pursuant to listing statement requirements under the policies of the Exchange. A copy of the Circular will be available electronically on SEDAR+ ( under Eagle's issuer profile in due course. Completion of the RTO is subject to a number of conditions, including, but not limited to, Exchange acceptance and required shareholder approvals of Eagle and Summit. There can be no assurance that the RTO will be completed as proposed or at all. The completion of the RTO is also subject to other customary conditions for a transaction of this nature. Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Eagle should be considered highly speculative. Neither Exchange has in any way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release. Attributes of the Resulting Issuer The formation of the Resulting Issuer creates a public Canadian junior royalty and streaming company focused on precious metals. Following the completion of the RTO, the Resulting Issuer is anticipated to own interests in the following key assets: Bomboré Silver Stream (Ganzourgou Province, Burkina Faso) – a 50% silver stream on the operating Bomboré Mine owned and operated by Orezone Gold Corporation; Pitangui Royalty (Minas Gerais, Brazil) – an $80/oz production royalty on the first 250 Koz of gold sold, and a 1.5% NSR royalty thereafter on the Pitangui project currently under development by Jaguar Mining Inc.; AurMac Gold Project (Yukon, Canada) – a 0.5% to 2.0% NSR on the AurMac Gold Project operated by Banyan Gold Corp.; Zancudo Royalty (Titiribi, Colombia) – a 0.5% NSR royalty on the operating Zancudo Mine owned and operated by Denarius Metals Corp.; and Lavras do Sul Royalty (Rio Grande do Sul, Brazil) – a 3.0% NSR royalty on the over 5,000 Ha Lavras do Sul project owned by Lavras Gold Corp. It is anticipated that the Bomboré Silver Stream and the Pitangui Royalty will be the only material interests in a mineral project of the Resulting Issuer, for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects, following the completion of the RTO. Board and Management Composition and Biographies The Board of Directors of the Resulting Issuer is expected to include Andrew Clark, Jerrold Annett, Steven Eddy, Russell Mills and Blair Zaritsky. Management of the Resulting Issuer is expected to include Andrew Clark (President, Chief Executive Officer and Director) and Connor Pugliese (Vice President, Corporate Development). The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer: Drew Clark, CFA | President, Chief Executive Officer & Director: Drew is currently the President and Director of Summit. Drew has completed over $300 million of royalty deals through more than 30 transactions over the last 12 years. He was most recently VP of Corporate Development and first employee hired at Metalla Royalty & Streaming (TSX: MTA), where he was vital in helping to grow the company's portfolio from 18 to 100+ royalties and streams. He was previously VP Corporate Finance at a boutique investment bank and held other senior corporate development roles at Carlisle Goldfields and Premier Royalty, acquired by Alamos Gold and Sandstorm Gold, respectively. Drew started his career in equity research, becoming a published analyst prior to joining the issuer side in 2012. Jerrold Annett, | Director: Jerrold has over 30 years of mining and capital markets experience, most recently as Senior Vice President, Strategy & Capital Markets at Capstone Copper. He has over a decade of mining sales experience, including nine years as head of mining sales at Scotiabank, a position he left to join Arizona Mining, which was acquired for $1.6 billion in cash. A professional engineer by background, Jerrold started his career working for Teck Resources and Falconbridge as a metallurgist. Steven Eddy | Director: Steven most recently served as a Senior Vice President, Business Development, at IAMGOLD, where he led several enterprise-defining initiatives, including securing a joint venture partner and restructuring a gold development project exceeding $1 billion in capital. He has successfully executed over $900 million in acquisitions and $2.4 billion in divestitures, managing end-to-end deal processes involving strategic asset sales, joint ventures, and international negotiations. Russell Mills, CFA, MFin. | Director: Russell is currently a Partner at Mills Dunlop Capital Partners (" MDCP"), a boutique investment banking firm. He has nearly 20 years of experience advising mining companies, including recently as Managing Director, Investment Banking at a Toronto based Investment Bank for 10 years before becoming a Partner with MDCP. He has significant experience with executing complex merger and acquisitions and sophisticated equity transactions. Blair Zaritsky, CA, CPA | Director: Blair is currently CFO of Osisko Metals (TSXV: OM) and was the founding CFO of Osisko Mining (formerly, TSX: OSK), advancing the company from its go-public event to its all-cash acquisition by Gold Fields for over C$2.1 billion. Blair has raised over C$1.0 billion and completed over ten public M&A transactions during his 13-year tenure. Blair has also sat as audit chair on multiple boards throughout his career. Connor Pugliese | Vice President, Corporate Development: Connor is currently Vice President, Corporate Development at Summit. Connor is a corporate development professional with a strong background in finance and the mining sector. Before joining Summit, he worked at Redwood Materials, supporting the company's growth in the sustainable battery materials space. Prior to Redwood, he spent over four years at Triple Flag Precious Metals, where he helped execute over $1B in royalty and streaming deals. Connor began his career in investment banking, advising on M&A and capital markets transactions across the metals and mining sector. Bennett Jones LLP is legal counsel to Summit and Haywood Securities Inc. is financial advisor to Summit. McLeod Law LLP is legal counsel to Eagle. About Eagle Royalties Ltd. Eagle Royalties benefits from maintaining a strong treasury and holds a diverse portfolio of over 35 royalty interests in western Canada. Target commodities subject to royalties include a broad spectrum including critical metals, precious metals and industrial minerals. Its flagship royalty is associated with the AurMac Project located in Yukon, operated by Banyan Gold Corp. Eagle Royalties holds royalty interests ranging from 0.5% to 2% on claims that contain a significant portion of AurMac's inferred gold resource located at the Powerline and Airstrip deposit areas. Eagle Royalties also holds royalty interests on a number of historical base metal deposits located in Western Canada. About Summit Royalty Corp. Summit is a private precious metals streaming and royalty company with an aggressive growth trajectory. Summit's current portfolio is backstopped by cash flow production with additional expansion and exploration upside. Summit intends to rapidly expand to be the next mid-tier streaming and royalty company through a series of actionable and accretive acquisitions which, given Summit's size, can have an outsized effect on its production and cash flow growth. Summit currently has no debt and sufficient cash on-hand for use in future acquisitions. ON BEHALF OF THE BOARD OF DIRECTORS OF EAGLE ROYALTIES LTD. Tim J. Termuende President, Chief Executive Officer and Director Eagle Royalties Ltd. For more information contact: Mike Labach, Business Development Officer 1 866 HUNT ORE (486 8673) ON BEHALF OF THE BOARD OF DIRECTORS OF SUMMIT ROYALTY CORP. Drew Clark President and Director Summit Royalty Corp. For more information contact: Connor Pugliese, Vice President of Corporate Development [email protected] Forward-looking Statements Certain statements contained in this news release may be deemed "forward – looking statements" within the meaning of applicable Canadian securities laws. These forward – looking statements, by their nature, require Eagle and Summit to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward – looking statements. Forward – looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward – looking statements. Information contained in forward – looking statements, including with respect to the ability to satisfy or waive on satisfactory terms any conditions to the completion of the RTO (including but not limited to any required regulatory and shareholder approvals), ability to complete the RTO (if at all), the anticipated listing of the Resulting Issuer shares on the Exchange, anticipated benefits of the RTO (including anticipated synergies from combining Summit and Eagle's royalty portfolios and value for shareholders and impact on cash-flow), the expected premium to be realized by Eagle shareholders, the impact of Summit's experienced team, expected ownership of the Resulting Issuer, and the expected growth, expansion and development of Summit and the Resulting Issuer (including potential actionable and accretive acquisitions), and ability for Summit to become a mid-tier streaming and royalty company are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, current information available to the management of Eagle and Summit, as well as other considerations that are believed to be appropriate in the circumstances. Eagle and Summit consider their respective assumptions to be reasonable based on information currently available, but caution the reader that their assumptions regarding future events, many of which are beyond the control of Eagle and Summit, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Eagle and Summit, and their respective businesses. For additional information with respect to these and other factors and assumptions underlying the forward – looking statements made in this news release concerning Eagle, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of Eagle which is filed with the Canadian securities commissions and available electronically under Eagle's issuer profile on SEDAR+ ( The forward – looking statements set forth herein concerning Eagle and Summit reflect management's expectations as at the date of this news release and are subject to change after such date. Eagle and Summit disclaim any intention or obligation to update or revise any forward – looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
