Reviewed by Alex SmithNov 28 2022
Optimum Ventures signed a share exchange agreement with all the shareholders of 1309762 B.C., (the Vendor), a privately held corporation incorporated under British Columbia laws, on November 24th, 2022.
According to the agreement, the Company has agreed to purchase all of the issued and outstanding common shares from the shareholders of the Vendor in exchange for 3,000,000 common shares of the Company conditional on the terms and conditions mentioned in the Agreement as well as the approval of the TSX Venture Exchange.
The Vendor holds 19 contiguous mining claims comprising the Salmon Property spanning around 208 hectares in the Hyder Mining District located in southeastern Alaska, along the panhandle, directly east of the Salmon River.
The property is well situated close to infrastructures such as a town, an all-weather road, a power line, and docks at tidewater. As of May 31st, 2022, the Vendor possessed cash of $319,000.
We are focused on actively seeking opportunities to expand our interests in the highly prospective Golden Triangle region and this strategic potential acquisition represents another prospective project strategically located in the Golden Triangle area that is complementary to our existing Harry property.
Andrew Bowering, Chairman and Director, Optimum Ventures
Under the conditions of the Agreement, the shareholders of Vendor will exchange all of the issued and outstanding shares of Vendor to the Company in return for 3,000,000 Optimum Shares at an estimated value of the Discounted Market Price (as such term is described in the TSXV Corporate Finance Manual) per Optimum Share.
Transaction closing is dependent on several conditions, including the authorization of the TSXV and completion of a technical report set in compliance with National Instrument 43-101—Standards of Disclosure for Mineral Projects.
The Transaction is an arms-length transaction for purposes of the policies of the TSXV, and the Company supposes that the Transaction will match the standards of an “Expedited Acquisition” according to Policy 5.3—Acquisitions and Disposition of Non-Cash Assets of the Corporate Finance Manual.
Concerning the Transaction and as consideration for the benefit delivered by 1330841 B.C. (the Finder) in finding and introducing to the Company the opportunity to purchase all of the issued and outstanding shares of the Vendor, the Company settled to pay the arms-length Finder a finder’s fee comprising 150,000 common shares of Optimum (the Finder’s Shares) to the Finder conditional on the authorization of the TSXV.
The Optimum Shares and any Finder's Shares issuable regarding the Transaction will, upon closing, be conditional on a statutory four-month and one-day hold period from the date of closing.