Kirkland Lake was merged on a triangular amalgamation with a Newco subsidiary of Newmarket Gold

Kirkland Lake amalgamated with a wholly-owned subsidiary of Newmarket Gold on a triangular amalgamation occurring as part of a CBCA Plan of Arrangement, so that the shares of the Kirkland shareholders were cancelled in consideration for the receipt by them of shares of Newmarket (to be renamed Kirkland Lake Gold Ltd.) Existing Kirkland and Newmarket shareholders held approximately 57% and 43%, respectively of the post-Arrangement Newmarket – i.e., it had elements of a reverse takeover. The stock options of the Kirkland option holders were exchanged on a s. 7(1.4) non-disposition basis for replacement options on Newmarket shares.

Triangular amalgamations need not be effected under a Plan of Arrangement. They may become more common following the InterOil decision, which implied a rigorous standard in order for a fairness opinion to be accepted for purposes of court approval of a Plan of Arrangement.

Neal Armstrong. Summary of Kirkland Lake and Newmarket Gold Circular under Mergers & Acquisitions – Amalgamations – Triangular Amalgamations.