Trident/Andor -- summary under Triangular Amalgamations

Summary Under
Tax Topics - Public Transactions - Mergers & Acquisitions - Amalgamations - Triangular Amalgamations
Reverse takeover of Andor (a CPC) by Trident (a private company) without Plan of Arrangement
Overview

After the preliminary transactions described below, there will be a triangular amalgamation of Trident (a privately-held exploration and development company) with a subsidiary of Andor ("Subco") so that Trident shareholders receive approximately 96.2% of the shares of Andor (whose name will be changed to Trident Gold Corp.) Andor is TSX-V listed and a CPC (capital pool company) issuer, e.g., it has filed a preliminary CPC prospectus. Trident is not listed. This transaction will satisfy the requirement on Andor to engage in a qualifying transaction under the CPC programme of the TSX-V (see TSX-V Policy 2.4 - Capital Pool Companies).

Preliminary transactions

After spinning-off some of its assets into a separate corporate structure, Trident, which holds a 49% interest in the Marquesa Gold Project, will acquire the remaining interest mostly by issuing shares and warrants to the owner, so as to result in that owner now owning 49% of the outstanding Trident shares and warrants before a financing. Under the financing, Trident will issue subscription receipts to raise between $4.8M and $7M.

Reverse takeover/triangular amalgamation

After the completion of the preliminary transactions:

  • Andor will be continued under the BCBCA and its shares will be consolidated on the basis of 0.176 new common shares for each old share
  • Dissenters' shares will be deemed to be transferred to Andor with a right to be paid their fair value
  • Subco and Trident will amalgamate under the CBCA
  • On the amalgamation, each Trident share will be cancelled and its holder will receive that number of shares of Andor (now called Trident Gold Corp.) based on the exchange ratio (1 Andor share for 10.75 Trident shares)
  • A similar exchange of options and warrants will occur
  • Each common share of Subco outstanding before the amalgamation will become a common share of Amalco; and as consideration for the issuance of Andor shares to the former Trident shareholders, Subco shall issue to Andor one Amalco share for each such share so issued to such shareholders
Canadian tax disclosure

None.