Borealis Mining Company Limited (Borealis) and Gold Bull Resources Corp. (Gold Bull) have announced, further to their press release dated December 10, 2024, the closing of the acquisition by Borealis of Gold Bull and its advanced Sandman Gold project.
“This acquisition marks a major milestone for Borealis, significantly enhancing our future production profile with the addition of the high-quality Sandman gold project,” Kelly Malcolm, President and Chief Executive Officer of Borealis, stated. “By leveraging the synergies between Borealis and Sandman, we are not only strengthening our Nevada asset base but also optimising capital efficiency and accelerating our path to meaningful gold production.
“With a robust portfolio of advanced and exploration-stage projects, Borealis is well-positioned to deliver long-term value for our shareholders in one of the world’s most prolific jurisdictions. We welcome the new shareholders to the Borealis journey and look forward to advancing Sandman towards a Feasibility Study and eventual gold production.”
Transaction details
The Transaction was completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) as contemplated in the arrangement agreement dated December 9, 2024, between Gold Bull and Borealis, and was approved by Gold Bull shareholders at Gold Bull’s annual general and special meeting which took place on February 28, 2025.
Each common share of Gold Bull was acquired and exchanged for 0.93 common shares of Borealis, resulting in the issuance of 14,048,403 Borealis Shares to former Gold Bull shareholders. In addition, Borealis issued an aggregate of 1,302,000 options to acquire Borealis Shares in exchange for the issued and outstanding options to acquire Gold Bull Shares. The issued and outstanding warrants to acquire Gold Bull Shares have become exercisable to acquire 4,503,846 Borealis Shares, in accordance with the terms of such warrants.
Upon completion of the transaction, existing Borealis and Gold Bull shareholders own approximately 86% and 14% of Borealis, respectively. There were no finders’ fees payable pursuant to the transaction.
The Gold Bull Shares are expected to be delisted from the TSX Venture Exchange (TSXV) as of the close of trading on or around March 14, 2025. Borealis will apply for Gold Bull to cease to be a reporting issuer under applicable Canadian securities laws.
Information regarding the procedure for the exchange of Gold Bull Shares for Borealis Shares is provided in Gold Bull’s management information circular dated January 24, 2025, related to Gold Bull’s annual general and special meeting (the Circular). The Circular and accompanying letter of transmittal are available under Gold Bull’s SEDAR+ profile at www.sedarplus.ca.
The listing of the Borealis Shares issued in the context of the transaction has received final approval of the TSXV.
Early warning report
Pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues (NI 62-103), Borealis has filed an early warning report. Borealis acquired 15,105,810 Gold Bull Shares in the context of the transaction. Prior to the completion of the Acquisition, Borealis did not beneficially own or control, directly or indirectly, any Gold Bull Shares. Following the completion of the Acquisition, Borealis now beneficially owns and controls an aggregate of 15,105,810 representing all issued and outstanding Gold Bull Shares.
The Acquisition was completed for investment purposes in connection with the transaction. Borealis will seek the de-listing of the Gold Bull Shares from the TSXV and apply to cease Gold Bull’s reporting issuer status under Canadian securities laws.
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