Element79 Gold (CSE:ELEM) has entered into an amended and restated arrangement agreement with Synergy Metals, effective 13 April 2026, as part of its previously announced arrangement transaction.
The company has mailed a management information circular and all related proxy materials to all holders of Element79’s common shares, options to purchase holders, and warrant holders regarding a special meeting with company securityholders, taking place at 10am on 1 May 2026.
The circular contains details of the arrangement, background and reasons for the recommendation of the arrangement, requirements for it to become effective, all procedures required, and other related matters.
The meeting will focus on shareholders being asked to consider and potentially approve the company’s plan of arrangement entered into between Element79 and Synergy.
Pursuant to the arrangement, Element79 says that it will distribute one million common shares of Synergy (SpinCo Shares) to Element79 securityholders. These are shares the company received when it spun out the Dale Gold Project in Timmins, Ontario, to Synergy in July 2023.
Synergy will also issue an additional eight million SpinCo Shares to Element79 as part of the arrangement. These will be distributed to existing Element79 shareholders, assuming the full exercise of the Element79 options and warrants.
For the arrangement to be effective, it must receive the following approvals from at least 66.66% of the votes cast by Element79 shareholders, with each common share entitling the holder to one vote.
Additionally, approvals from at least 66.66% of votes cast by all securityholders needs to be achieved, with each common share option and warrant entitling the holder to one vote.
Finally, a simple majority of votes cast by shareholders needs to be approved as well.
In addition to the plans for the arrangement, Element79 has also announced that the Supreme Court of British Columbia has issued an interim order on 17 April 2026 with respect to the arrangement, authorising the company to proceed with plans relating to the arrangement, including the meeting.
On 13 April 2026, Synergy also obtained approval from the Canadian Securities Exchange with respect to the listing of the SpinCo Shares following the completion of the arrangement.
Element79 Gold is a precious metals exploration and development company focused on gold, silver, and other associated metals with projects in Nevada, US, and Peru.
Write to Amy Rotman at Mining.com.au
Images: Element79
