February 08, 2024
Gotham Resource Corp. has closed its previously announced qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies). Pursuant to the Transaction, Gotham acquired all of the issued and outstanding common shares of CopperEx Resources Corporation (which prior to the Transaction is referred to as “CopperEx”) by way of a three- cornered amalgamation under the Business Corporations Act (British Columbia).
Pursuant to the terms of an amalgamation agreement dated October 13, 2023 (the “Amalgamation Agreement”), the Transaction was completed by way of a three-cornered amalgamation with Gotham, CopperEx and 1442695 B.C. Ltd., a wholly-owned subsidiary of Gotham (“Subco”). Pursuant to the Amalgamation Agreement, CopperEx and Subco amalgamated and each common share of CopperEx was exchanged for 0.682 shares of the Resulting Issuer on a pre-Consolidation basis (defined below). In connection with the Transaction, Gotham changed its name to that of the Resulting Issuer and the outstanding common shares in the capital of the Resulting Issuer were consolidated on the basis of three pre-consolidation common shares of the Resulting Issuer for one post-consolidation common shares of the Resulting Issuer (the “Consolidation”).
Following the completion of the Transaction, the company formed by the amalgamation of CopperEx and Subco (“Amalco”) became a wholly-owned subsidiary of the Resulting Issuer. The Resulting Issuer, following the completion of the Transaction, will carry on the business of CopperEx through Amalco.
For more information on the Transaction, please refer to the Amalgamation Agreement and the filing statement of Gotham dated January 31, 2024 available on the Resulting Issuer’s SEDAR+ profile at www.sedarplus.ca/.
It is anticipated that the common shares of the Resulting Issuer will commence trading on the Exchange under the ticker symbol “CUEX” on or about February 14, 2024, following the issuance of the Exchange’s final approval and listing bulletin (the “Exchange Bulletin”).
Board of Directors and Management of the Resulting Issuer
The board of directors of the Resulting Issuer now consists of four directors: David Prins; Cesar Lopez; Joseph Ovsenek; and John Chase Taylor-Robins. In addition, the management of the Resulting Issuer now consists of David Prins as President and Chief Executive Officer, Matt Anderson as Chief Financial Officer, and Alan Hutchison as Corporate Secretary.
Subscription Receipt Financing
As previously announced on January 18, 2024, CopperEx and Gotham completed a subscription receipt financing for aggregate gross proceeds of $3,021,428.25 (the “Financing”). Pursuant to the terms of the Financing, the escrow release conditions for the Financing have been satisfied and each subscription receipt converted into one (1) common share of the Resulting Issuer and one- half of one Resulting Issuer warrant, and the proceeds from the Financing have been released from escrow.
Escrow and Seed Shares
In connection with the Transaction, an aggregate of 5,951,572 common shares of the Resulting Issuer were escrowed as value securities pursuant to the terms of Tier 2 Value Security Escrow Agreements or are subject to resale restrictions equivalent to a Tier 2 Value Security Escrow Agreement in accordance with the policies of the Exchange. Additionally, an aggregate of 3,474,496 common shares of the Resulting Issuer originally subject to contractual escrow restrictions were escrowed in accordance with the terms of a Tier 2 Value Security Escrow Agreement, an aggregate of 3,875,000 common shares of the Resulting Issuer were escrowed pursuant to the Exchange Form 2F CPC Escrow Agreement dated March 13, 2021 among Gotham, Odyssey Trust Company and certain shareholders of Gotham and an aggregate of 750,000 common shares of the Resulting Issuer originally subject to voluntary pooling restrictions were escrowed.
Information for Shareholders
The transfer agent of the Resulting Issuer, Odyssey Trust Company, will be mailing Direct Registration System confirmations (“DRS Advice”) to all shareholders of the Resulting Issuer (other than for those that are required to be in certificated form or that have settled through CDS Clearing Depositary Services Inc.) setting out each holder’s shareholdings. Shareholders of the Resulting Issuer wishing to receive a physical share certificate in place of a DRS Advice should contact Odyssey Trust Company. The ISIN number of common shares of the Resulting Issuer is CA2176411098.
Early Warning Report Disclosure
David Prins, the President, Chief Executive Officer and a director of the Resulting Issuer has acquired 4,344,757 shares of the Resulting Issuer, 875,233 options of the Resulting Issuer and 451,449 warrants of the Resulting Issuer pursuant to the Transaction. In the aggregate, Mr. Prins directly or indirectly controls approximately 15.1% of the outstanding shares of the Resulting Issuer on a fully diluted basis. Mr. Prins did not own any securities of the Resulting Issuer prior to the Transaction.
The securities of the Resulting Issuer were acquired by Mr. Prins for investment purposes. Mr. Prins will evaluate his investments in the Resulting Issuer from time to time and may, depending on various factors including, without limitation, the Resulting Issuer’s financial position, the price levels of the shares of the Resulting Issuer, conditions in the securities markets and general economic and industry conditions, the Resulting Issuer’s business or financial condition, and other factors and conditions deemed appropriate by Mr. Prins, increase, decrease or change their respective beneficial ownership over the shares of the Resulting Issuer or other securities of the Resulting Issuer in the future, but have no current plans to do so.
Pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and applicable Canadian securities legislation, early warning reports will be filed by Mr. Prins. Copies of the early warning reports will be available under the Resulting Issuer’s SEDAR+ profile at www.sedarplus.ca and available on request from David Prins c/o CopperEx Resources Corporation, Suite 1020 800 West Pender St., Vancouver, BC, V6C 2V6.
About the Resulting Issuer
The Resulting Issuer is engaged in copper and gold exploration primarily in Chile and also in Peru. Through its wholly owned Chilean and Peruvian subsidiaries, it controls three exploration assets, the Exploradora Norte and Kio Buggy projects in Northern Chile, and the La Rica property located in central southern Peru. The Chilean projects are considered to be material. There are no underlying royalties attached to the CopperEx property portfolio.
