An anonymous director reports
SKEENA FILES EARLY WARNING REPORT IN RESPECT OF QUESTEX GOLD & COPPER LTD. ACQUISITION
On March 29, 2022, Skeena Resources Ltd. entered into an arrangement agreement with Questex Gold & Copper Ltd., whereby Skeena agreed to acquire, subject to the terms and conditions thereof, ownership and control of all of the issued and outstanding common shares of Questex not owned by Skeena from the shareholders of Questex pursuant to an arrangement undertaken in accordance with the provisions of the Business Corporations Act (British Columbia).
Except with respect to the consideration payable to Newmont Corporation ("Newmont") which will be satisfied pursuant to the issuance of a promissory note (as discussed below), in consideration for the acquisition of each Common Share not held by Skeena, Skeena will pay $0.65 in cash and issue 0.0367 Skeena common shares (the "Consideration"). Based on the 5 day volume-weighted average price of the Skeena common shares on the TSX for the 5 day period ending March 29, 2022, the Consideration payable for each Common Share not owned by Skeena is approximately $1.20.
In respect of the Consideration payable and issuable to Newmont Corporation ("Newmont"), Skeena will issue to Newmont a promissory note representing its entitlement to the Consideration instead of issuing Skeena common shares and paying cash to Newmont on the closing of the Arrangement.
Assuming no Common Shares are issued prior to the closing of the Arrangement, and taking into account the promissory note issuable to Newmont, Skeena will pay $18,474,588.60 and issue 1,043,103 Skeena shares on the closing of the Arrangement, less any fractional shares rounded down pursuant to the provisions of the Arrangement Agreement.
On the date hereof, Skeena owns 5,668,642 Common Shares, representing 14.0% of the issued and outstanding Common Shares of Questex. Upon completion of the Arrangement, Skeena will own all of the issued and outstanding Common Shares of Questex. Assuming no Common Shares are issued prior to the closing of the Arrangement, Skeena will acquire 34,807,205 Common Shares on the closing of the Arrangement.
Skeena is acquiring Questex in order to increase its land package in British Columbia's "Golden Triangle" region and to unlock potential synergies and opportunities presented by Questex's property portfolio. If the Arrangement is completed, Questex will become a wholly-owned subsidiary of Skeena, under the control of Skeena, and Skeena will apply for Questex to cease being a reporting issuer in Canada and for the Common Shares to cease trading on the TSX Venture Exchange.
Concurrently with the execution of the Arrangement Agreement, Skeena entered into an asset purchase agreement (the "Asset Purchase Agreement") with an affiliate of Newmont (the "Purchaser"), pursuant to which, conditional on the Arrangement becoming effective, the Purchaser will acquire, indirectly from Skeena, all beneficial and legal right, title and interest to the Castle, North ROK, Heart Peaks, Moat and Coyote properties in northwestern British Columbia and certain related assets, which are assets that are currently owned by Questex.
If the Arrangement is not completed, Skeena will continue to hold its Common Shares for investment purposes.
Questex's head office is located at Suite 500, 666 Burrard Street Vancouver, BC V6C 3P6.
To obtain a copy of the early warning report filed under applicable Canadian securities laws in connection with the transactions hereunder, please see Questex's profile on the SEDAR website www.sedar.com.
Skeena Resources Limited is a Canadian mining exploration and development company focused on revitalizing the past-producing Eskay Creek gold-silver mine located in Tahltan Territory in the Golden Triangle of northwest British Columbia, Canada. The Company released a Prefeasibility Study for Eskay Creek in July 2021 which highlights an open-pit average grade of 4.57 g/t AuEq, an after-tax NPV5% of C$1.4B, 56% IRR, and a 1.4-year payback at US$1,550/oz Au. Skeena is currently completing both infill and exploration drilling to advance Eskay Creek to a full Feasibility Study in 2022.
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