Great Republic Mining (CSE:GRM) has signed a non-binding letter of intent to be acquired by Lode Gold’s wholly owned subsidiary through a reverse takeover (RTO) transaction.
Under the terms of the proposed deal, Lode Gold will acquire all issued and outstanding shares of Great Republic.
Upon completion of the transaction, Great Republic shareholders will hold 5.94% of the company, while Lode Gold will own up to 74.16% of the shares, assuming the concurrent $1.5-million financing is fully subscribed. Fancamp Exploration Ltd (TSX-V:FNC, OTC:FNCJF) will own the remaining 19.9%.
The newly formed entity will be renamed Gold Orogen, with shareholders of Great Republic receiving shares in the new company following the spinout.
Bill Fisher, CEO of Great Republic, told investors that the firm is “glad” to partner with Lode Gold to acquire exploration packages in Yukon and New Brunswick.
“Launching a new company, in this challenging market, that is already funded with $3 million to pursue exploration work is exciting,” Fisher said in a statement.
The RTO is expected to be structured as a three-way amalgamation, bringing together Great Republic, Lode Gold, and Gold Orogen under British Columbia law. Shareholders of Lode Gold and Gold Orogen will directly own the shares exchanged in the transaction.
The newly formed company aims to raise $1.5 million to support exploration in Yukon and New Brunswick, adding to the existing $3 million fund for a total of $4.5 million in exploration spending over the next year.
The definitive agreement is expected to be finalized within the next two weeks, and the spinout of Gold Orogen is anticipated in the fourth quarter of 2024.