Latest news with #amalgamation
Yahoo
02-08-2025
- Business
- Yahoo
Alpayana Completes Privatization of Sierra Metals Inc.
TORONTO, Aug. 1, 2025 /CNW/ - Alpayana S.A.C. ("Alpayana") and Sierra Metals Inc. ("Amalco") announce today that Alpayana has completed the privatization of Sierra Metals Inc. ("Sierra"). The privatization was completed pursuant to the amalgamation (the "Amalgamation") of Sierra and 17199279 Canada Inc. ("Subco"), a wholly-owned subsidiary of Sierra, and related transactions. The amalgamated company resulting from the Amalgamation (being Amalco) has retained the name "Sierra Metals Inc.". The Amalgamation constituted the "subsequent acquisition transaction" contemplated by the offer ("Offer") of Alpayana Canada Ltd. ("Alpayana Canada") to acquire all of the issued and outstanding common shares of Sierra (the "Sierra Shares") that expired on May 23, 2025. Pursuant to the Amalgamation, (i) holders of Sierra Shares ("Sierra Shareholders") (other than Alpayana Canada) received one Series A preferred share of Amalco (each, an "Amalco Preferred Share"); and (ii) Alpayana Canada received one common share of Amalco (each, an "Amalco Common Share"), in each case for each Sierra Share held prior to the Amalgamation. Following completion of the Amalgamation, there are 13,367,340 Amalco Preferred Shares and 202,768,502 Amalco Common Shares issued and outstanding. In accordance with the terms of the Amalco Preferred Shares, Alpayana Canada exercised its right to acquire such shares, and following the completion of the Amalgamation, Alpayana Canada acquired all of the Amalco Preferred Shares (the "Preferred Share Acquisition") for consideration per Amalco Preferred Share of C$1.15 in cash (the "Consideration"), less any applicable withholdings. The Consideration is the same form and same amount of consideration offered to Sierra Shareholders under the Offer. Following completion of the Preferred Share Acquisition, Amalco became a wholly-owned subsidiary of Alpayana Canada. It is expected that the Sierra Shares will be delisted from the Toronto Stock Exchange at the close of trading on August 6, 2025. In addition, Amalco will make an application to the Ontario Securities Commission, as principal regulator, and to the securities regulatory authorities in each of the other provinces in Canada in which it is a reporting issuer (or equivalent) for an order that Amalco cease to be a reporting issuer (or equivalent) under applicable securities laws. Additional information concerning the Amalgamation, including instructions for former Sierra Shareholders to receive the Consideration, is set forth in the notice of annual general and special meeting and information circular of Sierra dated June 23, 2025 available under Sierra's issuer profile on SEDAR+ at The TSX has neither approved nor disapproved of the information contained herein. EARLY WARNING DISCLOSURE The purpose of the Offer was to enable Alpayana to acquire all of the issued and outstanding Sierra Shares. Prior to the Amalgamation and the Preferred Share Acquisition, Alpayana (through Alpayana Canada) held 202,768,502 of the 216,135,842 Sierra Shares outstanding at such time. Following completion of the Amalgamation and the Preferred Share Acquisition, Alpayana Canada holds 202,768,502 of the 202,768,502 outstanding Amalco Common Shares and 13,367,340 of the 13,367,340 outstanding Amalco Preferred Shares. A copy of Alpayana's early warning report to be filed for the privatization can be obtained from Shorecrest Group, the Depositary for the Amalgamation, by telephone at 1-888-637-5789 (North American Toll-Free Number), 647-931-7454 (outside North America) or by email at contact@ Amalco's head office is located at 66 Wellington Street West, TD Bank Tower, Suite 5300, Toronto, Ontario, M5K1E6, Canada. ABOUT ALPAYANA Alpayana Canada is a Canadian wholly-owned subsidiary of Alpayana and was incorporated for the sole purpose of making the offer to purchase all of the issued and outstanding common shares of Sierra. Alpayana is a family-owned private mining company committed to the development and promotion of sustainable and responsible mining. It strives to leave a positive and meaningful legacy by prioritizing the wellbeing of its employees, the communities it impacts and the environment. Alpayana has been operating mines in Peru for over 38 years, has a successful M&A track record, and experience in developing projects with discipline and with a view on long-term intrinsic value. Alpayana has revenues in excess of US$500 million and a robust balance sheet. ABOUT SIERRA METALS INC. Sierra Metals is a Canadian mining company focused on copper production with additional base and precious metals by-product credits at its Yauricocha Mine in Peru and Bolivar Mine in Mexico. Sierra Metals is intent on safely increasing production volume and growing mineral resources. Sierra Metals has recently had several new key discoveries and still has many more exciting brownfield exploration opportunities in Peru and Mexico that are within close proximity to the existing mines. Additionally, Sierra Metals has large land packages at each of its mines with several prospective regional targets providing longer-term exploration upside and mineral resource growth potential. FORWARD-LOOKING INFORMATION CAUTIONARY STATEMENT This news release contains certain forward-looking information (referred to herein as "forward-looking statements"). Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "scheduled", "intend", "objective", "continuous", "ongoing", "estimate", "expect", "may", "will", "project", "should", or similar words suggesting future events, circumstances or outcomes. In particular, this news release contains forward-looking information concerning the anticipated delisting of the Sierra Shares from the Toronto Stock Exchange and the application for an order that Amalco cease to be a reporting issuer in Canada. Forward-looking statements are based upon the opinions and expectations of management of Alpayana and Amalco as at the effective date of such statements. Although Alpayana and Amalco believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that those expectations will prove to have been correct. Forward-looking statements are subject to certain risks and uncertainties that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, such things as the dynamic nature of the industry in which Alpayana and Amalco operate and new laws and regulations (domestic and foreign). Having regard to the various risk factors, readers should not place undue reliance upon the forward-looking statements contained in this news release and such forward-looking statements should not be interpreted or regarded as guarantees of future outcomes. The forward-looking statements contained in this news release are made as of the date hereof and neither Amalco nor Alpayana undertake any obligation to update or to revise any of the included forward-looking statements, except as required by applicable securities laws in force in Canada. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. For further information, please visit or contact: Investor RelationsSierra Metals Inc.+1 (866) 721-7437info@ SOURCE Sierra Metals Inc. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
CTV News
31-07-2025
- General
- CTV News
Success of struggle? Marking 30 years since the amalgamation of CBRM
Friday marks 30 years since eight former cities and towns amalgamated and became the Cape Breton Regional Municipality. Anniversary events kicked off Thursday with a ribbon cutting officially opening a new section of the Sydney Boardwalk. 'We've gone from managing decline to now managing growth, and I'd much rather manage growth,' said CBRM mayor Cecil Clarke. While the past few decades have included struggles, like years of population decline and loss of industries, Clarke feels the municipality has been turning a corner. 'We went from what was a forced amalgamation to what is now a celebrated coming together of 'community of communities' and that spirit will be shared through our 30th year celebrations across the CBRM,' he said. '(I'm) hoping to see more young people get involved – young people like myself who ran for council,' said Bennett MacIntyre, a 21-year-old Sydney-area resident who put his name on a ballot during CBRM's 2024 municipal election. MacIntyre says some people in the former cities and towns feel like they have lost some of their autonomy, however, he sees amalgamation as largely a success. 'Sometimes individual places like Glace Bay have specific needs that need to be met, but where we're standing right now, I feel like our amalgamation is definitely strong,' MacIntyre said. Pat Bates says he has been pushing for years for CBRM to replace its aging library. 'As one of the volunteers, maybe I shouldn't be so impatient, but time is moving on,' he said. While he points to positives like the influx of new residents from out-of-country, Bates added that he sees that migration as increasing the need for a new build. 'We are aware of course of what's going on in other large communities in Atlantic Canada - Charlottetown, Fredericton, St. John's Newfoundland, Halifax too of course,' Bates said. 'And it's only common sense that Sydney should be adjusting.' 'This fall when we come forward with our infrastructure plan as part of our term of priorities, the library will be part of that consideration,' said Clarke. Clarke also pointed to aging infrastructure, the need to meet regulatory requirements, and improvements to basic services including transportation, as issues that need to be addressed in the near future. For more Nova Scotia news, visit our dedicated provincial page
CBC
18-07-2025
- Politics
- CBC
Victoria, Saanich to work on amalgamation question for next municipal election
In Vancouver Island, there are calls for two cities to join together. Councilors in Victoria have paved the way for a referendum on amalgamation with the district of Saanich.
CBC
18-07-2025
- Politics
- CBC
Victoria, Saanich to work on amalgation question for next municipal election
Social Sharing The municipalities of Victoria and Saanich have taken steps towards amalgamation this week, with councillors in the capital city directing staff to work with Saanich staff to put together a short question that would be added to the ballot in the October 2026 local elections. The motion at Victoria city council Thursday morning, which included receiving the report from a citizens' assembly that recommended amalgamation after eight months of deliberation, passed unanimously after more than two hours of discussion. Earlier this week, councillors with the District of Saanich also discussed the report at length, with several of them expressing their support. Peter MacLeod, chair of the assembly on behalf of Toronto-based consultancy MASS SBP, said the members of the group were happy with the results. "I think the members are delighted," MacLeod told CBC News shortly after the meeting. "[They] were very pleased and gratified that both councils took their recommendations seriously." Saanich and Victoria are the two most populous municipalities on southern Vancouver Island, with populations of 117,735 and 91,867, respectively, according to 2021 census numbers from Statistics Canada. While they share some regional services, they are governed separately, with separate mayors and councils, separate police forces, and more. Years in the making If citizens vote in favour of amalgamation during the next local elections, MacLeod says it would still take at least four years for the process to be complete. The question of amalgamation in Greater Victoria has been years in the making. In 2014, seven of the 13 Capital Regional District municipalities said they wanted a study looking into amalgamation. In a non-binding referendum in 2018, residents approved each municipality spending up to $250,000 to study whether they would benefit from joining forces. The process was delayed by the pandemic but finally began last year. The Victoria-Saanich Citizens' Assembly, made up of 48 randomly selected residents from the two municipalities, released its recommendations in April. Criticism The discussion in Victoria Thursday morning did include criticism of the report and questions for assembly members. Coun. Jeremy Caradonna wondered why a financial analysis and risk assessment were not included as part of the process, or estimates of possible staff layoffs. At the meeting, MacLeod says the assembly recognized a "high degree of compatibility" between the two jurisdictions, including their populations and needs. Amalgamation discussions in other jurisdictions that MacLeod said he had taken part in often included a larger municipality absorbing a much smaller one, or several municipalities coming together — neither of which would be the case here.
Yahoo
24-06-2025
- Business
- Yahoo
LIQUID META ENTERS INTO LETTER OF INTENT FOR PROPOSED BUSINESS COMBINATION TRANSACTION
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, June 24, 2025 /CNW/ - Liquid Meta Capital Holdings Ltd. ("Liquid Meta" or the "Company") announces that it has entered into a binding letter of intent (the "LOI") with a private entertainment technology company, based in Toronto, Canada ("EnTech Co") to effect an arm's length transaction that will result in a business combination between the parties (the "Proposed Transaction") to ultimately form the business of the resulting issuer (the "Resulting Issuer"). Following the completion of the Proposed Transaction, it is intended that the Resulting Issuer will carry on the business currently carried on by EnTech Co and Liquid Meta shall apply to list the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on a stock exchange in Canada (the "Exchange"). Due to the highly sensitive and confidential nature of the discussions between the parties and the competitive environment in which EnTech Co operates, disclosure of the name of EnTech Co will be made as soon as possible following the execution of the Definitive Agreement (as defined below). Pursuant to the terms of the LOI, it is intended that the Proposed Transaction will be effected by way of a three-cornered amalgamation, share exchange, business combination, plan of arrangement or such other transaction structure as will result in EnTech Co otherwise combining its corporate existence with that of Liquid Meta. The final structure of the Proposed Transaction is subject to receipt by the parties of tax, accounting and securities law advice and will be agreed to pursuant to a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement"). There are currently an aggregate of 53,837,246 common shares of Liquid Meta (the "Liquid Meta Shares") issued and outstanding, as well as 970,000 stock options (the "Liquid Meta Stock Options") and 437,044 common share purchase warrants (the "Liquid Meta Warrants") of Liquid Meta. Pursuant to the LOI, the holders of the issued and outstanding shares of EnTech Co ("EnTech Co Shares") will receive such number of Liquid Meta Shares for each EnTech Co Share held such that upon completion of the Proposed Transaction, shareholders of EnTech Co will hold approximately 75% of the issued and outstanding Resulting Issuer Shares (the "Exchange Ratio") and the existing shareholders of Liquid Meta shall hold approximately 25% of the issued and outstanding Resulting Issuer Shares, subject to adjustment in certain circumstances. The Liquid Meta Shares, the Liquid Meta Stock Options and the Liquid Meta Warrants will be consolidated prior to the completion of the Proposed Transaction (the "Consolidation") in order to give effect to the Exchange Ratio. Additionally, it is anticipated that all securities convertible, exercisable or exchangeable for EnTech Co Shares will be converted or exchanged (or otherwise become convertible or exercisable in accordance with their terms) into similar securities of the Resulting Issuer on substantially similar terms and conditions based on the Exchange Ratio. In connection with the Proposed Transaction, it is anticipated that all post-Consolidation Liquid Meta Stock Options and Liquid Meta Warrants will remain in effect on substantially the same terms, subject to customary anti-dilution adjustments in accordance with the terms thereof. In connection with the Proposed Transaction, and subject to receipt of applicable approvals, Liquid Meta will effect a name change to such name as may be determined by EnTech Co (the "Name Change"). In connection with the execution of the LOI, the Company has agreed to subscribe for such number of Senior Class A preferred shares of EnTech Co (the "EnTech Co Pref Shares") at a price per EnTech Co Pref Share to be determined, for an aggregate subscription amount of US$2,000,000 (the "LM Pref Subscription"). Liquid Meta will subscribe for the initial closing (the "Tranche 1 Closing") of the EnTech Co Pref Shares in the amount of US$1,000,000 as soon as reasonably practical following the execution of the LOI. Liquid Meta will subscribe for the second tranche of EnTech Co Pref Shares, in the amount of US$1,000,000, concurrently with the execution of the Definitive Agreement. The EnTech Co Pref Shares are redeemable, retractable and are convertible into EnTech Co Shares in certain circumstances. The EnTech Co Pref Shares rank senior to all existing preferred shares of EnTech Co and entitle the holder to dividends at the simple interest rate per year of fifteen percent (15%). EnTech Co will use the proceeds of the LM Pref Subscription to fund working capital and other business development initiatives and to repay existing liabilities. Prior to the completion of the Proposed Transaction, the EnTech Co Pref Shares will be capitalized or consolidated as part of the capital structure assumed by the Resulting Issuer. In connection with the execution of the LOI, certain directors, officers and shareholders of Liquid Meta will deliver irrevocable voting and support agreements stipulating, among other things, that they will vote their Liquid Meta Shares (or otherwise cause their Liquid Meta Shares to be voted) in favour of the Proposed Transaction, the Name Change and such other matters as EnTech Co and Liquid Meta may deem necessary or advisable, except where Liquid Meta terminates the LOI or the Definitive Agreement pursuant to the terms thereof, as the case may be. The obligations of Liquid Meta and EnTech Co pursuant to the LOI will terminate in certain specified circumstances, including in the event that the Definitive Agreement is not entered into on or before the ninetieth (90th) day following the Tranche 1 Closing, or the Proposed Transaction is not completed by December 31, 2025, unless otherwise agreed to by the parties. Upon entering into the Definitive Agreement, Liquid Meta will issue a subsequent news release containing the details of the Definitive Agreement. In addition, it is anticipated that certain finder's fees will be payable by EnTech Co immediately following closing of the Proposed Transaction pursuant to finder's fee arrangements between certain parties and EnTech Co. Pursuant to the LOI, the finder's fees payable by EnTech Co in connection with the Proposed Transaction will be subject to a maximum amount of $100,000.00. Completion of the Proposed Transaction is subject to a number of conditions precedent, including but not limited to, the parties entering into a Definitive Agreement, receipt of all required shareholder, regulatory, and other approvals, and the Consolidation and Name Change having been implemented. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the information circular or listing statement to be prepared in connection with the Proposed Transaction, as applicable, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The Proposed Transaction and listing of the Resulting Issuer will be subject to review by the Exchange and conditional approval has not yet been granted. About Liquid Meta Prior to discontinuing its operations, Liquid Meta was a DeFi and Web3 focused company developing best-in-class technology and operational expertise allowing it to build a scaled business within proof-of-stake based networks. Liquid Meta was focused on liquidity mining operations and planned to build proprietary software and tools to access, automate, and scale operations within the fast-growing DeFi segment of the blockchain industry. 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. Cautionary Statement Regarding Forward Looking Information This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Liquid Meta with respect to future business activities and operating performance. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) the Company and EnTech Co entering into the Definitive Agreement in connection with the Proposed Transaction and the timing thereof; (ii) expectations regarding whether the Proposed Transaction will be consummated and the conditions to the consummation of the Proposed Transaction will be satisfied including, but not limited to, the necessary shareholder and regulatory approvals and the timing associated with obtaining such approvals, if at all; (iii) expectations regarding the LM Pref Subscription and the terms and timing thereof; (iv) completion of the Name Change; (v) completion of the Consolidation; (vi) the business plans and expectations of the Resulting Issuer; (vii) expectations related to the payment of finder's fees in connection with the completion of the Proposed Transaction; (viii) expectations related to the listing of the Resulting Issuer Shares on the Exchange; and (ix) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Liquid Meta, EnTech Co or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Liquid Meta, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Liquid Meta's current beliefs and is based on information currently available to Liquid Meta and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: entering into of the Definitive Agreement in connection with the Proposed Transaction; completion of the Proposed Transaction as contemplated or at all; completion of the LM Pref Subscription; completion of the Name Change; completion of the Consolidation; satisfying the conditions precedent and covenants in connection with the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals of the Proposed Transaction; satisfying the requirements of the Exchange with respect to the Proposed Transaction; meeting the minimum listing requirements of the Exchange; and anticipated and unanticipated costs and other factors referenced in this news release. Although Liquid Meta has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Liquid Meta disclaims any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. SOURCE Liquid Meta Capital Holdings Ltd. 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