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Silver X Mining Corp. — Regulatory Filings 2021
Jun 28, 2021
46499_rns_2021-06-28_238731a7-e644-4798-a442-8050a9eb4120.pdf
Regulatory Filings
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
Item 1 Name of Parties to the Transaction
Silver X Mining Corp. (formerly Oro X Mining Corp.) (the “ Company ”)
Item 2 Description of the Transaction
On June 18, 2021, the Company changed its name from “Oro X Mining Corp.” to “Silver X Mining Corp.” (the “ Name Change ”).
The Name Change was completed in conjunction with the business combination (the “ Transaction ”) between the Company and Mines and Metals Trading (Peru) PLC (“ MMTP ”, also commercially known as “ Latitude Silver ”) which was completed on June 22, 2021. The Transaction was carried out in accordance with the terms and conditions of a business combination agreement (the “ Business Combination Agreement ”) dated February 9, 2021, between the Company and MMTP.
On closing, and pursuant to the terms of the Business Combination Agreement, Silver X acquired all of MMTP’s issued ordinary shares (the “ MMTP Shares ”) in exchange for common shares of Silver X (each, a “ Silver X Share ”) at an exchange ratio of 28.828 Silver X Shares for each MMTP Share, resulting in an aggregate of 42,969,046 Silver X Shares being issued to MMTP shareholders. In connection with Transaction, the Company also issued a finder’s fee of 1,250,000 Silver X Shares to an arm’s-length third party.
As part of the closing of the Transaction, the previously issued 23,649,286 subscription receipts of MMTP Finco Inc. (“ Finco ”), a wholly-owned subsidiary of Latitude Silver, which were issued pursuant to a private placement financing completed on April 16, 2021, each converted into one common share of Finco (the “ Finco Shares ”). In connection with the Transaction, the Company issued 23,649,286 Silver X Shares in exchange for the Finco Shares and the net proceeds of the financing of $13,209,890 were released to Silver X.
The Company’s common shares will resume trading on the TSX Venture Exchange under the ticker symbol “AGX” as of market open on June 29, 2021.
Item 3 Effective Date of the Transaction
June 22, 2021
Item 4 Names of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity
LEGAL_36625078.1
| Not applicable. | ||
|---|---|---|
| Item | 5 | Date of the Reporting Issuer’s First Financial Year-End after the Transaction, |
| if applicable. | ||
| Not applicable. | ||
| Item | 6 | The Periods, including comparative periods, if any, of the Interim and Annual |
| Financial Statements Required to be Filed for the Reporting Issuer’s First | ||
| Financial Year after the Transaction, if applicable. | ||
| Not applicable. | ||
| Item | 7 | Documents filed under NI 51-102 that describe the Transaction |
| Not applicable. |
LEGAL_36625078.1