Cirrus Gold Corp. (CNSX:CI) entered into a binding letter agreement to acquire Lordsburg Property in New Mexico from Mason Resources US Inc. and Pyramid Peak Mining, LLC for CAD 13.86 million on January 13, 2022. On the closing of the Proposed Transaction (the "Closing") Cirrus would pay to Hudbay, or its designee, the greater of 9,860,000 (pre-Consolidation) common shares of Cirrus ("Cirrus Shares") and 12% of the pro forma capitalization of Cirrus following the Concurrent Equity Offering (as described below); and to PPM or its designee, the greater of (i) 18,000,000 (preConsolidation) Cirrus Shares and (ii) 19.99% of the pro forma capitalization of Cirrus following the Concurrent Equity Offering, plus CAD 500,000 in cash. In addition to the consideration paid at the Closing as described above, Cirrus will make the following time-dependent payments (the "Milestone Payments") to PPM consisting the first Milestone Payment due 12 months from Closing (CAD 500,000 cash and CAD 500,000 in Post-Consolidation Shares), the second Milestone Payment due 24 months from Closing (CAD 750,000 cash and CAD 750,000 in Post-Consolidation Shares); and the final Milestone Payment due 36 months from Closing (CAD 1,250,000 in cash and CAD 1,250,000 in Post-Consolidation Shares). At the completion of the Proposed Transaction, the board of directors of Cirrus (the ôBoardö) is expected to consist of five directors being Rick Van Nieuwenhuyse as Chairman, Daniel Schieber, James Walchuck, Curt Freeman and Stuart Ross. Management is expected to consist of Daniel Schieber as Chief Executive Officer and Blaine Bailey as Chief Financial Officer. As a result, Closing will be subject to the approval of the CSE and all related filing, disclosure and other requirements.
As of May 18, 2022, Cirrus Gold Corp. (CNSX:CI) entered into a definitive agreement to acquire Lordsburg Property in New Mexico from Mason Resources US Inc. and Pyramid Peak Mining, LLC. On closing of the Acquisition, Cirrus will (i) pay PPM CAD 2,331,500 in cash (which includes CAD 1,831,500 in proceeds from the sale of 8,140,000 Common Shares arranged by the Company that were disclosed inthe Previous News Release as share consideration to PPM), (ii) issue PPM or its designee 8,140,000 Common Shares, (iii) make the Milestone Payments (as described below), and (iv) grant PPM or its designee a 1.5% NSR royalty on minerals produced from the lands purchased from PPM (except for certain excluded claims subject to pre-existing royalties) and a 0.5% NSR royalty on all minerals produced from the lands purchased from Mason (the "PPM Royalties"). Cirrus will (i) issue Mason or its designee 9,896,591 Common Shares and (ii) grant Mason or its designee a 1.5% NSR royalty on minerals produced from the lands purchased from Mason and a 0.5% NSR royalty on all minerals produced from the lands purchased from PPM (except for certain excluded claims subject to pre-existing royalties) (the "Vendor Royalties"). With respect to Milestone Payments, Cirrus will enter into a milestone payment rights agreement with PPM, or a designee of PPM (the "Milestone Agreement"), and pay PPM the transferable right to receive cash (or subject to the terms of the Milestone Agreement, Common Shares) according to the following payment schedule: (i) CAD 1,000,000 on the date that is 12 months following the date of the Milestone Agreement, (ii) CAD 1,500,000 on the date that is 24 months following the date of the Milestone Agreement, and (iii) CAD 2,500,000 on the date that is 36 months following the date of the Milestone Agreement. The closing is subject to a number of customary conditions, including, without limitation, the execution of related transaction documents, satisfaction of certain closing conditions, completion of the Concurrent Financing (as defined below) and receipt of all requisite shareholder and regulatory approvals in connection with the Acquisition, including approval of the CSE. In connection with the closing of the Acquisition, Cirrus will change its name to "American Copper Development Corporation", and to trade under the ticker symbol "ACDX". Closing of the Acquisition is expected to occur by May 30, 2022.
Cirrus Gold Corp. (CNSX:CI) completed the acquisition of Lordsburg Property in New Mexico from Mason Resources US Inc. and Pyramid Peak Mining, LLC on August 5, 2022. Upon closing of the transaction, Twila Jensen and Blaine Bailey resigned as directors, with Mr. Bailey continuing his role as Chief Financial Officer.