MAG Silver Corp. entered into an arrangement agreement to acquire Gatling Exploration Inc. from Sprott Asset Management LP and others for CAD 18.3 million.
The Transaction will be effected by way of a court-approved plan of arrangement requiring the approval of 66 2/3rd of the votes cast by Gatling shareholders and option holders and the approval of the Supreme Court of British Columbia. The Transaction is also subject to the receipt of applicable regulatory approvals, all third person consents, including approval of the TSXV, Gatling shall have obtained and delivered to MAG written resignations, the MAG Shares to be issued to Gatling Securityholders in connection with the Arrangement shall have been approved for listing on the TSX and the NYSE American and the satisfaction of certain other closing conditions customary in transactions of this nature. The Board of Directors of Gatling unanimously approved the Arrangement Agreement, following the unanimous recommendation of a special committee of independent directors of Gatling. The Board of Directors recommends that its Securityholders vote in favour of the Transaction. The Arrangement has been also unanimously approved by the board of directors of MAG. Transaction has strong shareholder support via voting support agreements from Sprott Asset Management and the officers and directors of Gatling, for the common shares, options and warrants held by such parties which collectively represent approximately 15.19% of Gatling's issued and outstanding common shares. Gatling shareholders meeting and closing of the Transaction are expected to occur in late-May 2022. The Transaction was approved by the shareholders of Gatling on May 13, 2022. As of May 17, 2022, the Supreme Court of British Columbia approved the transaction. As of May 16, 2022, the arrangement is expected to be completed on or around May 19, 2022. Computershare Investor Services Inc. acted as depository bank for Gatling Exploration.
Sprott Private Wealth LP acted as financial advisor to Gatling and has provided a fairness opinion to the special committee of Gatling. Miller Thomson LLP and Rory S. Godinho of Cozen O'Connor acted as legal advisors to Gatling. Kathleen Keilty of Blake, Cassels & Graydon LLP acted as legal advisor to MAG.