Western Resources LLC completed the acquisition of Crystal Peak Minerals Inc. (TSXV:CPM.H) in a reverse merger transaction.
The board of directors of the resulting issuer is expected to include: Marceau Schlumberger, as Chair, Darcy Marud, John Rogers, Brian Kennedy (Lead Director), Nicolas Schlumberger and Gerard Munera. Management of the Resulting Issuer is expected to include: Darcy Marud (President and Chief Executive Officer), Curtis Turner (Chief Financial Officer) and Jacob Fainzilberg (Corporate Secretary). Crystal will continue from Yukon to British Columbia. The formation of the resulting issuer creates a Nevada-based precious metals exploration and development company. The transaction is subject to approval from shareholders of Crystal, Exchange acceptance, court approval, closing of the financing and if applicable disinterested shareholder approval, the necessary conditional approvals of the TSXV, expiry of any waiting periods,all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, Western Exploration shall have completed the Western Exploration Debt Settlement, the Western Exploration Reorganization, the Western Exploration Membership Interest Exchange, the Agnico Royalty Conversion, approval of the shareholders of Western Exploration, the Escrow Release Conditions shall have been satisfied or waived, Crystal Peak and TSX Trust Company shall have entered into the warrant indenture, each of the Initial Resulting Issuer Director Nominees shall have consented to act as a director of the Resulting Issuer. In support of the transaction, directors, senior officers and certain shareholders of Crystal, holding an aggregate of 70.9 million shares of Crystal have entered into a voting support agreement with Western to support the transaction. The Crystal Board has approved the transactions contemplated by this arrangement agreement and unanimously determined to recommend approval of the continuance resolution and the arrangement resolution to the Crystal Shareholders. The transaction has been approved by the Supreme Court of British Columbia on November 12, 2021. As of July 16, 2021, the parties have agreed to extend the Completion Deadline, as defined in the Arrangement Agreement, to October 29, 2021. As of October 12, 2021, the Parties entered into a second amending agreement to the Arrangement Agreement to, among other things, further extend the completion deadline of the RTO to January 31, 2022. The auditor of the Resulting Issuer will be MNP LLP. Sander A.J.R. Grieve of Bennett Jones LLP acted as legal advisor to Western. Alan Hutchison of Osler, Hoskin & Harcourt LLP acted as legal advisor to Crystal.
Western Resources LLC completed the acquisition of Crystal Peak Minerals Inc. (TSXV:CPM.H) in a reverse merger transaction on December 22, 2021. Prior to the completion of the RTO, on December 15, 2021, shareholders of Crystal approved the arrangement.