Element79 Gold (CSE:ELEM) has entered into a second amended and restated arrangement in connection with its previously announced proposed arrangement transaction with Synergy Metals Corp.
According to the amended and restated agreement, the number of common shares in the capital of Synergy (“SpinCo Shares”) that are to be distributed to existing Element79 securityholders has been reduced from up to nine million SpinCo shares to up to 1.01 million SpinCo shares, subject to the exercise of Element79 Gold options and warrants.
The company also notes that it has entered into a second amended and restated merger agreement, with the date of completion of the transaction extended to 31 July 2026.
Element79 has mailed out its management information circulation and all proxy materials to Element79 holders of common shares, holders of options to purchase E79 shares, and holders of warrants to purchase E79 shares.
This is for a special meeting of E79 securityholders that will be held on 3 July 2026 at 10am Vancouver time.
The meeting will ask E79 securityholders to consider the previously announced plan of arrangement under the same terms and conditions already announced between Element79 and Synergy.
Under the arrangement, Element79 will distribute one million SpinCo shares to E79 securityholders, which the company received in July 2023 when it spun out its Ontario gold exploration asset to Synergy.
Synergy will issue an additional 10,000 SpinCo shares, to be distributed to existing E79 securityholders.
In order to pass, the arrangement requires approval from 66⅔% of votes cast by Element79 shareholders and 66⅔% of votes cast by all securityholders, as well as a simple majority of shareholders excluding certain parties outlined in securities regulations.
The Supreme Court of British Columbia issued an interim order on 28 May 2026, authorising Element79 to proceed with the arrangement, including holding the special meeting and other procedural matters.
Upon completion of the arrangement, the SpinCo shares are expected to list on the Canadian Securities Exchange.
Element79 Gold Corp is a precious metals mining company focused on discoveries in the US.
Write to Amy Rotman at Mining.com.au
Images: Element79 Gold
