Badger Announces Proposed Qualifying Transaction with Tiger Gold Corp.Reading this article implies the $1m has been paid...
Tiger Option TermsThe total consideration payable in order to exercise the Tiger Option is AUD $14 million (CAD $12.6 million), which includes AUD $7.5 million (CAD $6.75 million) in staged cash payments, following which title transfers, and an AUD $6.5 million (CAD $5.85 million) contingent production milestone payment, plus a 1% net smelter returns royalty ("NSR") inclusive of a buyback option.The key financial terms of the Tiger Option are set out below:AUD $1 million (CAD $0.9 million) (Paid) (the "Closing");AUD $2 million (CAD $1.8 million) payable eight months following the Closing;AUD $4.5 million (CAD $4.0 million) payable twelve months following the Closing;AUD $6.5 million (CAD $5.85 million) due at first gold pour; anda 1% NSR on future gold production from the Quinchía Project.Upon completion of the QT, Badger will carry on the business of Tiger as a mineral exploration company focused on the exploration and development of the Quinchía and Andes projects in Colombia.Terms of the QTThe QT is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the Business Corporations Act (British Columbia), whereby the Company will incorporate a wholly-owned subsidiary which will amalgamate with Tiger to form a new amalgamated company. In connection with the QT, holders of the common shares of Tiger (the "Tiger Shares") will receive one common share in the capital of Badger (on a post-Consolidation (as defined below) basis) (a "Resulting Issuer Share") for each Tiger Share held immediately before the completion of the QT.Prior to completion of the QT, it is anticipated that Badger will complete a consolidation of its common shares at a ratio of 2:1 (the "Consolidation"). It is also expected that Badger will change its name to "Tiger Resources Corp.", or such other similar name as is acceptable to Tiger, the TSX-V and applicable regulatory authorities, and a new trading symbol will be assigned.The QT is subject to the parties entering into a definitive agreement in respect of the QT (the "Definitive Agreement") on or before July 7, 2025, or such other date as the parties may mutually agree. Completion of the QT is also subject to a number of other customary conditions, including obtaining Tiger shareholder approval, TSX-V approval, and the Company introducing investors to Tiger subscribing for at least $1 million of the Initial Capital Raise (as defined below) and 30% of the Concurrent Financing (as defined below). It is not currently anticipated that the QT will require the approval of the shareholders of Badger, as it is not a Non-Arm's Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.As at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the QT, nor the respective percentages of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Badger and Tiger, as such determinations will depend upon the Initial Capital Raise (as defined below) and Concurrent Financing (as defined below). A subsequent news release will be issued when the applicable information is available. There are currently 38,250,000 Tiger Shares outstanding. Non-Arm's Length Parties of the Company currently hold an aggregate of 1,040,000 Tiger Shares.No finder's fee or commission is payable in connection with the QT. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the QT.FinancingsIn connection with the QT, Tiger intends to complete the following financings:an initial private placement of equity securities at a price of $0.25 per security on or before July 15, 2025 (the "Initial Capital Raise"); anda subsequent private placement of equity securities either prior to or in connection with the completion of the QT, at a price to be determined prior to closing of the QT (the "Concurrent Financing").The net proceeds raised by Tiger in the Initial Capital Raise and the Concurrent Financing will be used to fund the completion of a Preliminary Economic Assessment in the project, for staged cash payments payable to the optionor under the Tiger Option within 12 months following the completion of the QT, for exploration and development of the Quinchía and Andes Gold Projects, to advance other project areas of the Quinchía Gold Project, and for general working capital purposes.Tiger may pay finders' fees in connection with the Initial Capital Raise or the Concurrent Financing, the details of which will be disclosed in a subsequent news release.This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.Directors and OfficersIt is anticipated that the board of directors of the Company will be reconstituted to comprise a slate of five directors, of which four directors will be appointed by Tiger and one director will be appointed by the Company. The names and backgrounds of the board and management of the Company appointed in connection with the QT will be disclosed in a subsequent news release once determined.Trading in Badger SharesTrading in the common shares of the Company (the "Badger Shares") has been halted in compliance with the policies of the TSX-V. Trading will remain halted pending the review of the QT by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is possible that trading in the Badger Shares will not resume prior to the closing of the QT.SponsorshipSponsorship of a QT is required by the TSX-V unless a waiver from the sponsorship requirement is obtained. The Company intends to apply for a waiver from sponsorship for the QT. There is no assurance that a waiver from this requirement will be obtained.
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