Latest news with #BusinessCombinationAgreement
Business Wire
21-07-2025
- Business
- Business Wire
Lynk Accelerates Long-Term Vision of Direct-to-Device Business and Announces Termination of Business Combination Agreement
FALLS CHURCH, Va.--(BUSINESS WIRE)--Lynk Global, Inc. ('Lynk'), a leader in satellite direct-to-device telecommunications, today announced the mutual termination of its previously announced Business Combination Agreement ('BCA') with SLAM Corp. ('SLAM'), a publicly traded special purpose acquisition company. The BCA, originally executed in February 2024, contemplated a business combination between Lynk and SLAM. The parties have jointly agreed to terminate the agreement with immediate effect and have also reached a comprehensive settlement of all pending claims and counterclaims in the Delaware Court of Chancery. 'With the Delaware litigation resolved and the BCA mutually terminated, Lynk is now better positioned to pursue a broader set of strategic and commercial opportunities that were previously constrained by the agreement. We remain fully focused on executing our long-term vision and, in partnership with the newly merged SES and our global MNO partners, accelerating our mission to deliver mobile connectivity to anyone, anywhere—directly from space,' said Ramu Potarazu, CEO of Lynk. About Lynk Lynk is a patented, proven, and commercially licensed satellite direct-to-device system. Lynk's technology enables MNOs to provide their subscribers with connections from space for their unmodified mobile devices, enabling messaging, voice and data services designed for both commercial and government applications. Lynk's technology has been tested and proven on all seven continents, and the Company is partnered with 50 MNOs and has commercial contracts to deliver services to approximately 60 countries. For more information, visit
Cision Canada
14-07-2025
- Business
- Cision Canada
ESSA Pharma Inc. Announces Definitive Agreement to be Acquired by XenoTherapeutics, Inc., Backed by XOMA Royalty Corporation in All-Cash Transaction
SOUTH SAN FRANCISCO, Calif. and VANCOUVER, BC and BOSTON and EMERYVILLE, Calif., July 14, 2025 /CNW/ -- ESSA Pharma Inc. ("ESSA," or the "Company") (NASDAQ: EPIX) today announced that it has entered into a definitive agreement (the "Business Combination Agreement") with XenoTherapeutics, Inc. ("Xeno"), a non-profit biotechnology company, under which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of ESSA (the "Common Shares"). XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ: XOMA), the biotechnology royalty aggregator, is acting as the structuring agent and will provide financing to Xeno for this Transaction. Under the terms of the Business Combination Agreement, ESSA shareholders will receive a cash payment per Common Share that will be determined based upon ESSA's cash balance at closing after deducting certain transaction costs, a reserve for liabilities and legal expenses, and a transaction fee (the "Final Cash Amount"). In addition, each ESSA shareholder will also receive one non-transferable contingent value right (each, a "CVR") for each Common Share that entitles the holder to receive a pro rata portion of up to US$2,950,000 (up to US$0.06 per CVR) within 18 months following the close of the Transaction. To expedite the distribution of cash to ESSA shareholders, ESSA will also apply to the Supreme Court of British Columbia for an order authorizing it to make an initial cash distribution to ESSA shareholders prior to the closing of the Transaction. In total, with the initial cash distribution, if authorized, and the cash payable upon closing of the Transaction, each ESSA shareholder is currently estimated to receive approximately US$1.91 per Common Share, exclusive of any payments received pursuant to the CVR. The date of the applications will be announced by further press release. Inquiries related to such applications can be directed to ESSA's counsel, Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC V6E 4E5 attention: Alexandra Luchenko, or by email to [email protected]. "After conducting a comprehensive review of the opportunities available to ESSA and considering the communications received from our shareholders, the ESSA Board of Directors has unanimously concluded that entering into this agreement with Xeno and XOMA Royalty is in the best interest of the Company and maximizes value for our shareholders as the Company proceeds with its plans to discontinue operations and wind-down its business," said David Parkinson, M.D., President and CEO of ESSA. "This Transaction delivers cash value to shareholders in an expedited timeframe, with less complexity and value risk when compared to a liquidation, and thus delivers more certain value to shareholders." Transaction Details The Transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval of at least: (i) 66⅔% of the votes cast by ESSA shareholders; (ii) 66⅔% of the votes cast by ESSA securityholders (including holders of ESSA options and pre-funded warrants), voting together as a single class; and (iii) a majority of the votes cast by ESSA shareholders excluding votes held by certain "interested parties" required to be excluded by Multilateral Instrument 61-101, at a special meeting to be held to consider the Transaction (the "Special Meeting"). In addition to approval by ESSA securityholders, the Transaction is also subject to receipt of court approval, and other customary conditions. The Transaction is expected to close in the second half of 2025. The Business Combination Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of the Company and a right for Xeno to match any Superior Proposal (each as defined in the Business Combination Agreement). The Business Combination Agreement includes a termination fee of US$2.5 million, payable by the Company under certain circumstances, including in connection with the Company's entry into an agreement with respect to a Superior Proposal. The directors and senior officers of the Company, owning in aggregate approximately 2.23% of the outstanding shares of Common Shares, have entered into voting and support agreements, pursuant to which they have agreed to vote all of the securities beneficially owned by them in favor of the Transaction. ESSA Board of Directors and Transaction Committee Recommendations A transaction committee composed entirely of independent directors of the Company (the "Transaction Committee") unanimously recommended entering into the Business Combination Agreement to the board of directors of ESSA (the "Board"). The Board has evaluated the Business Combination Agreement with the Company's management, legal and financial advisors and, following the receipt and review of the unanimous recommendation from the Transaction Committee and the opinion of the Transaction Committee's financial advisors, the Board has unanimously approved the Transaction and determined that the Transaction is in the best interest of the Company. The Board has resolved to recommend that the Company's securityholders vote in favor of the Transaction, subject to the terms and conditions contained in the Business Combination Agreement. Advisors Leerink Partners is serving as the exclusive financial advisor to ESSA and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP are serving as ESSA's Canadian legal counsel and U.S. legal counsel, respectively. Stikeman Elliott LLP and Gibson, Dunn & Crutcher LLP are serving as XOMA Royalty's Canadian legal counsel and U.S. legal counsel, respectively. About ESSA Pharma Inc. ESSA is a pharmaceutical company that was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. For more information, please visit About XenoTherapeutics, Inc. XenoTherapeutics Inc. is a Massachusetts-based 501(c)(3) research foundation focused on advancing xenotransplantation through scientific research, clinical development, and public education. For more information, please visit About XOMA Royalty Corporation XOMA Royalty is a biotechnology royalty aggregator playing a distinctive role in helping biotech companies achieve their goal of improving human health. XOMA Royalty acquires the potential future economics associated with pre-commercial and commercial therapeutic candidates that have been licensed to pharmaceutical or biotechnology companies. When XOMA Royalty acquires the future economics, the seller receives non-dilutive, non-recourse funding they can use to advance their internal drug candidate(s) or for general corporate purposes. The Company has an extensive and growing portfolio of assets (asset defined as the right to receive potential future economics associated with the advancement of an underlying therapeutic candidate). For more information about the Company and its portfolio, please visit or follow XOMA Royalty Corporation on LinkedIn. Forward Looking Statements This communication, and any related oral statements, contains certain information which, as presented, constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements that relate to future events and often address expected future business and financial performance, containing words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and include, but are not limited to, statements regarding the proposed timing and completion of the Transaction; the amounts payable under the Transaction; the Company's application to the Supreme Court of British Columbia for a reduction of capital and cash distribution prior to the closing of the Transaction; the timing and receipt of securityholder, regulatory and court approvals of the Transaction; the satisfaction of the conditions to the completion of the Transaction and other statements that are not statements of historical facts. In this communication, these forward-looking statements are based on ESSA's current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by ESSA, all of which are subject to change. Forward-looking statements are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of ESSA to control or predict, and which may cause ESSA's actual results, performance or achievements to be materially different from those expressed or implied thereby, including the consummation of the Transaction and the anticipated benefits thereof. Such statements reflect ESSA's current views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by ESSA as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, regulatory, political and social uncertainties and contingencies. In making forward-looking statements, ESSA may make various material assumptions, including but not limited to (i) the completion of the Transaction on anticipated terms and timing, including obtaining required securityholder, regulatory and court approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted by or against ESSA, Xeno, XOMA Royalty or their respective directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Transaction will harm ESSA's business, including current plans and operations; (iv) the ability of ESSA to retain and hire key personnel; (v) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting ESSA's business; (viii) the accuracy of ESSA's financial projections; (ix) general business, market and economic conditions; (x) certain restrictions during the pendency of the Transaction that may impact ESSA's ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as ESSA's response to any of the aforementioned factors; (xii) significant transaction costs associated with the Transaction; (xiii) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) competitive responses to the Transaction; (xv) the risks and uncertainties pertaining to ESSA's business, including those set forth in ESSA's Annual Report on Form 10-K dated December 17, 2024, under the heading "Risk Factors", a copy of which is available on ESSA's profile on EDGAR at and on SEDAR+ at and as otherwise disclosed from time to time on ESSA's EDGAR and SEDAR+ profiles; and (xvi) the risks and uncertainties that will be described in the proxy statement and management information circular for the Company's securityholders filed with the U.S. Securities and Exchange Commission (the "SEC," and such statement, the "Proxy Statement") available from the sources indicated above. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors to be presented in the Proxy Statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on ESSA's financial condition, results of operations, credit rating or liquidity. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and ESSA undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable United States and Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements. Important Additional Information and Where to Find It In connection with the proposed Transaction between ESSA, Xeno and XOMA Royalty, ESSA will file with the SEC the Proxy Statement, the definitive version of which will be sent or provided to ESSA securityholders. ESSA may also file other documents with the SEC regarding the proposed Transaction. This document is not a substitute for the proxy statement or any other document which ESSA may file with the SEC. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders may obtain free copies of the proxy statement (when it is available) and other documents that are filed or will be filed with the SEC by ESSA through the website maintained by the SEC at on SEDAR+ at ESSA's website at Participants in the Solicitation ESSA and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from ESSA's shareholders in connection with the proposed Transaction. Additional information regarding the identity of the participants, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed Transaction (if and when they become available). Information relating to the foregoing can also be found in ESSA's proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on January 22, 2025 (the "Annual Meeting Proxy Statement"). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected on ESSA's Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above. ESSA Contact Information: or Nick Lamplough / Dan Moore [email protected] XenoTherapeutics Contact Information: Jon Adkins President & Co-Founder, Xeno Therapeutics Foundation [email protected] XOMA Royalty Investor Contact Juliane Snowden XOMA Royalty Corporation +1 646-438-9754 [email protected] XOMA Royalty Media Contact Kathy Vincent KV Consulting & Management [email protected]
Business Wire
11-07-2025
- Business
- Business Wire
Colombier II Announces Minimal Redemptions in Connection with Business Combination with GrabAGun
PALM BEACH, Fla. & COPPELL, Texas--(BUSINESS WIRE)--Colombier Acquisition Corp. II (NYSE: CLBR) (the 'Company' or 'Colombier II'), a special purpose acquisition company led by Omeed Malik, and Metroplex Trading Company LLC d.b.a. ('GrabAGun'), an online retailer of firearms, ammunition and related accessories, today announced that the Company has, as of the redemption deadline of 5:00 p.m. eastern time on July 11, 2025 (the 'redemption deadline'), received minimal redemption requests in connection with the anticipated consummation (the 'Closing') of the proposed business combination (the 'Business Combination') between Colombier II and GrabAGun pursuant to the Business Combination Agreement between Colombier II, GrabAGun, GrabAGun Digital Holdings Inc., a Texas corporation ('GrabAGun Digital'), among other parties, entered into as of Jan. 6, 2025 (the 'Business Combination Agreement'). Based on the strong support from Colombier II shareholders, Colombier II expects to deliver over $179.1 million in gross proceeds to GrabAGun Digital at the Closing, representing nearly 100% of the cash and cash equivalents held in the Colombier II trust account as of the redemption deadline. If all of the redemption requests from Colombier II public shareholders validly tendered and received by Colombier II as of the Redemption Deadline are satisfied by Colombier II, 16,995,268 public shares of Colombier II would be outstanding. Colombier II does not intend to permit the reversal of any previously submitted redemption requests. In connection with the Business Combination, an extraordinary general meeting ('Extraordinary General Meeting') of the Colombier II shareholders is expected to be held at 10:00 a.m. eastern time on July 15, 2025, for Colombier II shareholders of record as of a June 20, 2025, record date (the 'Record Date') to vote on proposals to approve the transactions comprising the Business Combination. Further information about the Extraordinary General Meeting and how Colombier II shareholders of record as of the Record Date can vote their shares is contained in a definitive proxy statement filed by Colombier II with the SEC (the 'Proxy Statement'). Security holders are encouraged to review carefully the disclosures and voting information in the Proxy Statement in advance of the Extraordinary General Meeting. Background Information on the Business Combination As previously announced, GrabAGun, GrabAGun Digital and Colombier II entered into the Business Combination Agreement to consummate the transactions comprising the Business Combination, which the parties expect to occur on July 15, 2025, assuming satisfaction (or waiver, as applicable) of all conditions to the Closing set forth in the Business Combination Agreement and other related transaction agreements, including approval of the Business Combination by Colombier II shareholders at the Extraordinary General Meeting to occur on the same date. In connection with the Business Combination, subject to NYSE approval, securities of GrabAGun Digital, the public company after the closing, are expected to trade on the NYSE under the proposed symbols 'PEW' and 'PEWW'. Colombier II shares currently trade on the NYSE under the symbol 'CLBR'. Additional information about the proposed Business Combination can be found in the Registration Statement filed by GrabAGun Digital Holdings Inc. and GrabAGun in connection with the Business Combination, which was previously declared effective by the U.S. Securities and Exchange Commission, and in other public filings of Colombier II, which are available, free of charge, on the SEC's website at In connection with the Business Combination, Ellenoff Grossman & Schole LLP is serving as legal counsel to Colombier II and Olshan Frome Wolosky LLP is serving as legal counsel to GrabAGun. Ogier is serving as special Cayman Islands counsel to Colombier II. Extraordinary General Meeting to Approve Business Combination Colombier II will hold an extraordinary general meeting of Colombier II's shareholders (the 'Extraordinary General Meeting') at 10:00 a.m. eastern time on July 15, 2025, for Colombier II shareholders of record as of the Record Date to approve proposals presented to the shareholders at the Extraordinary General Meeting related to the Business Combination with GrabAGun. A Proxy Statement containing the proposals to be presented at the Extraordinary General Meeting has been filed with the SEC; copies of the Proxy Statement were also mailed to Colombier II shareholders of record as of the Record Date and notice of the Extraordinary General Meeting was also contained in a Colombier II Current Report on Form 8-K previously filed with the SEC. Additional information about how to attend the Extraordinary General Meeting and vote is set forth in the Proxy Statement. The Business Combination is expected to close shortly after the Extraordinary General Meeting on July 15, 2025. YOUR VOTE IS IMPORTANT. Colombier II shareholders are urged to read carefully the proxy materials, including, among other things, the reasons for the unanimous recommendation by Colombier II's Board that shareholders of record as of the Record Date vote 'FOR' ALL PROPOSALS included in the Proxy Statement in advance of the Extraordinary General Meeting. The Extraordinary General Meeting of Colombier II shareholders will be held on July 15, 2025, at 10:00 a.m. eastern time, in a virtual meeting format at For the purposes of the Colombier II governing documents, the Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302. If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 within the U.S. and Canada (toll-free), or +1 857-999-9155 outside the U.S. and Canada (standard rates apply) when prompted enter the pin number 0245679#. The Extraordinary General Meeting will be listen-only format and you will not be able to vote, be deemed present at the meeting or enter or ask questions during the meeting via telephone. If you have questions about the proposals or if you need additional copies of the Proxy Statement or a proxy card you should contact Colombier II's proxy solicitor at: Sodali & Co. / 333 Ludlow Street, 5th Floor, South Tower / Stamford, CT 06902. Tel: (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers can call collect). Email: Colombier II shareholders whose shares are held of record by a broker, bank, or other nominee should contact their broker, bank, or nominee to ensure that their shares are voted. To obtain timely delivery of copies of proxy materials, Colombier II shareholders must request the materials no later than July 8, 2025. Your vote FOR ALL proposals is important, no matter how many or how few shares you own. About GrabAGun We are defenders. We are sportsmen. We are outdoorsmen. We believe that it is our American duty to help everyone, from first-time buyers to long-time enthusiasts, understand and legally secure their firearms and accessories. That's why our arsenal is fully packed, consistently refreshed, and always loaded with high-quality, affordable firearms and accessories. Industry-leading brands that GrabAGun works with include Smith & Wesson Brands, Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and Hornady Manufacturing, among others. GrabAGun is a fast growing, digitally native eCommerce retailer of firearms and ammunition, related accessories and other outdoor enthusiast products. Building on the Company's proprietary software expertise, the Company's eCommerce site has become one of the leading firearm retail websites. In addition to its eCommerce excellence, GrabAGun has developed industry-leading solutions that revolutionize supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enable seamless logistics, efficient regulatory compliance and a streamlined experience for customers. About Colombier Acquisition Corp. II Colombier II is a blank check company formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While Colombier II may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team's background and network, such as companies categorized by Entrepreneurship, Innovation and Growth (EIG), including but not limited to parallel economies, the return of products and services developed within the United States, sectors with impaired value due to certain investor mandates and businesses within regulated areas that are disrupting inefficiencies related thereto. Please visit the Investor Relations page of Colombier Acquisition Corp II (CLBR)'s website for more information. Additional Information and Where to Find It A Registration Statement on Form S-4 filed with the SEC by GrabAGun Digital, as registrant, and GrabAGun, as co-registrant, has been filed with, and been declared effective by, the U.S. Securities and Exchange Commission (the 'SEC'). Colombier II has also filed or will file with the SEC a Proxy Statement setting forth proposals to be presented to Colombier II shareholders of record as of the Record Date at an extraordinary general meeting of the Colombier II shareholders, which Proxy Statement also contains or will contain information about how to vote shares and how to attend the Extraordinary General Meeting. SHAREHOLDERS OF COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT IN CONNECTION WITH COLOMBIER II'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT COLOMBIER II, GRABAGUN, GRABAGUN DIGITAL AND THE BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the Proxy Statement, without charge on the SEC's website at or by directing a request to: Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, email: CLBR@ Participants in the Solicitation GrabAGun Digital, Colombier II, GrabAGun and their respective directors, executive officers and members, as applicable, may be deemed to be participants in the solicitation of proxies from the shareholders of Colombier II in connection with the Business Combination. Colombier II's shareholders and other interested persons may obtain more detailed information regarding the names, affiliations and interests of certain of Colombier II executive officers and directors in the solicitation by reading Colombier II's final prospectus filed with the SEC on November 20, 2023 in connection with Colombier II's initial public offering, Colombier II's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 11, 2025, and Colombier II's other public filings with the SEC, including the Registration Statement and the Proxy Statement. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination, which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the Business Combination. These documents can be obtained free of charge from the source indicated above. Forward-Looking Statements This communication contains certain 'forward-looking statements' within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as 'estimate,' 'plan,' 'forecast,' 'intend,' 'may,' 'will,' 'expect,' 'continue,' 'should,' 'would,' 'anticipate,' 'believe,' 'seek,' 'target,' 'predict,' 'potential,' 'seem,' 'future,' 'outlook' or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits of the proposed Business Combination; GrabAGun's ability to successfully execute its expansion plans and business initiatives; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GrabAGun's and Colombier II's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GrabAGun and Colombier II. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the inability of GrabAGun to maintain, and GrabAGun Digital to obtain, as necessary, any permits necessary for the conduct of GrabAGun's business, including federal firearm licenses issued pursuant to the Gun Control Act, 18 USC 921 et seq. and special occupational taxpayer stamps issued pursuant to the National Firearms Act, 26 USC 5849 et seq.; the disqualification, revocation or modification of the status of those persons designated by GrabAGun as Responsible Persons, as such term is defined in 18 U.S.C. 841(s); the ability to maintain the listing of Colombier II's securities on a national securities exchange; the ability to obtain or maintain the listing of GrabAGun Digital's securities on the NYSE following the Business Combination; costs related to the Business Combination; changes in business, market, financial, political and legal conditions; risks relating to GrabAGun's operations and business, including information technology and cybersecurity risks, and deterioration in relationships between GrabAGun and its employees; GrabAGun's ability to successfully collaborate with business partners; demand for GrabAGun's current and future offerings; risks that orders that have been placed for GrabAGun's products are cancelled or modified; risks related to increased competition; risks that GrabAGun is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to GrabAGun's products; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the risk that the Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of Colombier II's securities; the risk that the Business Combination may not be completed by Colombier II's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Colombier II; the failure to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against GrabAGun, Colombier II, GrabAGun Digital or others with respect to the proposed Business Combination and transactions contemplated thereby; the ability of GrabAGun to execute its business model; and those risk factors discussed in documents of GrabAGun Digital and Colombier II filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Colombier II nor GrabAGun presently know or that Colombier II and GrabAGun currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Colombier II's, GrabAGun Digital's and GrabAGun's expectations, plans or forecasts of future events and views as of the date of this press release. Colombier II, GrabAGun Digital and GrabAGun anticipate that subsequent events and developments will cause Colombier II's, GrabAGun Digital's and GrabAGun's assessments to change. However, while Colombier II, GrabAGun Digital and GrabAGun may elect to update these forward-looking statements at some point in the future, Colombier II, GrabAGun Digital and GrabAGun specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Colombier II. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities law. No Offer or Solicitation This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cision Canada
03-07-2025
- Business
- Cision Canada
PRIYANKA CAPITAL INC. ANNOUNCES SIGNING OF BUSINESS COMBINATION AGREEMENT
VANCOUVER, BC, July 3, 2025 /CNW/ - Priyanka Capital Inc. ("Priyanka" or the "Company") is pleased to announce, further to its news release dated June 11, 2025, that it has entered into a definitive business combination agreement dated July 3, 2025 (the " Business Combination Agreement") with Pecoy Copper Limited (" SPV"), pursuant to which the Company will acquire all of the issued and outstanding shares of SPV (the " Transaction"). The Transaction will constitute a reverse takeover of the Company by the shareholders of SPV. In connection with the Transaction, the Company has applied to list its common shares on the TSX Venture Exchange (the " Exchange") by way of a direct listing. In accordance with the terms and conditions of the Business Combination Agreement, the Transaction will be completed by way of a three-cornered amalgamation, whereby, among other things: (i) 1001283691 Ontario Inc. (" Subco"), a wholly-owned subsidiary of the Company incorporated for the purpose of effecting the Transaction, will amalgamate (the " Amalgamation") with SPV to form an amalgamated company (" Amalco"); (ii) holders of common shares in the capital of SPV (each, an " SPV S hare") will receive one common share in the capital of the Company (each a " Company Share") for each SPV Share held and the SPV Shares will be cancelled; (iii) stock options and warrants of SPV will be exchange for like securities of SPV; (iv) Amalco will become a wholly- owned subsidiary of the Company; (v) the Company upon completion of the Amalgamation (the " Resulting Issuer") will change its name to "Pecoy Copper Corp.", or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors (the " Board") of the Resulting Issuer (the " Name Change"); and (vi) the Board will be reconstituted to nominees of Copper X Mining Corp. (" Copper X") and SPV (as described in the Company's news release dated June 11, 2025). SPV has entered into three separate acquisition agreements and an option agreement, pursuant to which it holds the rights to acquire a 100% interest in the Peruvian mining property known as the "Pecoy Project". Each of the acquisitions contemplated by the acquisition agreements will be completed immediately prior to closing of the Transaction and are conditional upon the concurrent closing of each of the other acquisitions. The terms of the acquisition agreements and option agreement are described in more detail below. Pembrook Transaction Agreement SPV has entered into an acquisition agreement (the " Pembrook Transaction Agreement") dated May 27, 2025 with 1540646 B.C. Ltd. (" AcquisitionCo"), a wholly-owned subsidiary of SPV, and Pembrook Copper Corp. (" Pembrook"), the registered holder of 76.385% of the shares in the capital of Pecoy Sociedad Minera S.A.C. (" Pecoy Peru"). Pursuant to the Pembrook Acquisition Agreement, SPV will acquire Pembrook through a three-cornered amalgamation, whereby Pembrook and AcquisitionCo will amalgamate under the provisions of the Business Corporations Act (BC) with the resulting amalgamated company being a wholly-owned subsidiary of SPV. In consideration for the acquisition of Pembrook, SPV will issue to the shareholders of Pembrook an aggregate of 39,586,667 SPV Shares at a deemed price of C$0.60 per SPV Share. In addition, SPV will satisfy up to $7,200,000 of Pembrook's liabilities and payables. CCV Purchase Agreement SPV has entered into an acquisition agreement (the " CCV Acquisition Agreement") with Camila Carlessi Vargas (" CCV") dated May 27, 2025. CCV is the registered holder of 3,971,781 shares of Pecoy Peru (the " CCV Shares"), representing 10.273% of the shares in the capital of Pecoy Peru. Pursuant to the terms and conditions of the CCV Acquisition Agreement, SPV will acquire the CCV Shares for cash consideration of $1,800,000. SPV will also be required to make an additional post-closing cash payment of $350,000 subject to certain conditions as set forth in the CCV Acquisition Agreement. MCV Option Agreement SPV has entered into an option agreement (the " MCV Option Agreement") with Carlos Mauricio Carlessi Vargas (" MCV") dated May 27, 2025. MCV is the registered holder of 5,158,152 shares of Pecoy Peru (the " MCV Shares"), representing 13.342% of the shares in the capital of Pecoy Peru. Pursuant to the terms and conditions of the MCV Option Agreement, SPV will acquire at closing an option (the " MCV Option") to acquire the MCV Shares, which option will be exercisable by SPV during the period commencing on January 2, 2026, and ending on January 31, 2026. However, if SPV does not exercise the MCV Option during the exercise period, MCV has the right to put the MCV Shares to SPV by providing notice of the put (the " Put Notice"). In connection with the closing of the MCV Option, whether as a result of SPV exercising the MCV Option or MCV providing SPV with the Put Notice, the Resulting Issuer will issue to MCV 9,480,000 common shares in the capital of the Resulting Issuer as consideration for the MCV Shares. Copper X Purchase Agreement SPV has entered into a share exchange agreement with the shareholders of Copper X dated May 27, 2025 (the " Copper X Purchase Agreement", together with the CCV Purchase Agreement, the MCV Option Agreement, and the Pembrook Transaction Agreement, the " Acquisition Agreements") to acquire 100% of the issued and outstanding common shares of Copper X from such shareholders. In consideration for the acquisition of Copper X, SPV will issue to the shareholders of Copper X an aggregate of 21,666,666 SPV Shares at a deemed price of C$0.60 per SPV Share on a pro rata basis. Copper X Peru S.A.C. (" Copper X Peru"), a wholly-owned subsidiary of Copper X, is party to an option agreement pursuant to which it has the option to acquire 100% of the Rosita Claims from the holder of such claims. Conditions to Closing The completion of the Transaction will be subject to a number of conditions customary for a transaction of this nature, including but not limited to the receipt of required regulatory and corporate approvals, approval of the Amalgamation by the shareholders of SPV, approval of the Amalgamation by the Shareholders of the Company, completion of the Acquisition Agreements; and the closing of SPV's subscription receipt financing as announced by the Company on June 13, 2025. Consolidation and Bridge Financing In connection with the Transaction, Priyanka has completed a 100:1 share consolidation (see Company's news release dated June 2, 2025) (the "Consolidation") and completed a bridge financing of 2,986,813 Company Shares for gross proceeds of $298,681.30 (the "Bridge Financing"). The proceeds of the Bridge Financing will be used to fund the costs of the Transaction. Following completion of the Consolidation and the Bridge Financing, the Company has 3,000,000 Company Shares issued and outstanding. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. About the Company The Company is a reporting issuer in the Provinces of British Columbia and Alberta. The Company's shares are not currently listed on any stock exchange and it is presently engaged in identifying and evaluating potential business opportunities. ON BEHALF OF THE BOARD OF DIRECTORS Robert Dubeau, President, CEO and Director Suite 1500, 1055 West Georgia Street, Vancouver, BC V6E 4N7 Telephone: 778 837 8550 Email: [email protected] Cautionary Note Regarding Forward-Looking Statements This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur and specifically include statements regarding the Transaction, the Amalgamation; the timing and potential completion of the Transaction; satisfaction of the conditions precedent to closing of the Transaction; the Name Change; the Board Re-Constitution; and the Company's business and strategic plans. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
Business Wire
24-06-2025
- Business
- Business Wire
Lynk Comments on SLAM Complaint
FALLS CHURCH, Va.--(BUSINESS WIRE)--On June 19, 2025, SLAM Corp. filed a complaint in the Delaware Court of Chancery seeking to prevent Lynk from terminating the Business Combination Agreement (BCA) and alleging that Lynk breached its obligations under that agreement. The BCA includes a termination date of June 30, 2025. Lynk believes SLAM's claims are baseless. Lynk will vigorously defend against them and intends to file counterclaims. Meanwhile, Lynk's new management team and partners remain focused on strengthening the company's competitive position and executing its roadmap to deliver direct-to-device (D2D) services globally. About Lynk Lynk is a patented, proven, and commercially-licensed satellite-direct-to-standard-mobile-phone system. Lynk's technology enables MNOs to provide their subscribers with connections from space for their unmodified mobile devices, enabling messaging, voice and data services designed for both commercial and government applications. Lynk's technology has been tested and proven on all seven continents, and the Company is partnered with 50 MNOs and has commercial contracts to deliver services to approximately 60 countries. For more information, visit For more information about Lynk Global and its direct-to-device satellite technology, visit
