Alpha Minerals and Fission Uranium merger of equals uses two simultaneous plans of arrangement, and nominal cash to avoid automatic rollover treatment

Alpha Minerals and Fission Uranium will each distribute newly-organized junior exploration companies to their respective TSXV shareholders under separate (ABCA and CBCA) Plans of Arrangement using s. 86 reorganizations.  The Alpha shares will then be transferred to Fission under the Alpha Plan of Arrangement in consideration for Fission shares and nominal cash, resulting in Fission being owned approximately 49.3% and 47.9% by the former Alpha  and Fission shareholders, and 2.8% by some new Alpha (flow-through share) investors.

The use of nominal cash to bust the s. 85.1 rollover is becoming more common, for example, in the Loblaw acquisition of Shoppers Drug Mart.

Eligible electing Alpha shareholders will complete s. 85 elections using the proposed Fission web-based system.  Oh brave new world that has such features in’t!

Neal Armstrong.  Summary of Alpha Minerals and Fission Uranium Circulars under Mergers & Acquisitions - Mergers – Shares for Shares and Nominal Cash.