On September 27, 2024, Carlyle Commodities Corp. and Miramis Mining Corp. announced their entry into an amalgamation agreement. This agreement involves the merger of a wholly-owned subsidiary of Carlyle with Miramis, where all outstanding shares of Miramis will be exchanged for Carlyle shares at a one-to-one ratio. Following the transaction, Carlyle’s Board of Directors and management will remain unchanged, with Miramis shareholders expected to hold approximately 28.8% of the merged entity’s shares.
Morgan Good, CEO of Carlyle and Miramis, expressed optimism about the opportunities presented by the Amalgamation Agreement and the acquisition of rights to the Nicola East Project and Quesnel Gold Project. The transaction is expected to consolidate the two companies, creating a well-capitalized mineral exploration entity while reducing operating costs. It is also anticipated to enhance shareholder liquidity, trading activity, and market exposure.
Moreover, the acquisition is projected to offer a diversified asset portfolio in British Columbia, leverage new shareholder distribution from Miramis, as well as provide cash from Miramis’s treasury upon closing. The benefits for Miramis shareholders include access to shares in a larger, more diverse company with stronger market access and potential for further development of the Nicola East property.
The Transaction is subject to customary closing conditions, including shareholder approval at a special meeting to be held in November 2024. The respective Boards of Directors of both companies have recommended the transaction, believing it to be in the best interest of the shareholders.
Additionally, Carlyle has entered into an option agreement to acquire 100% interest in certain mining claims in the Quesnel Gold Project and has initiated the sale of the Newton gold project. These strategic initiatives aim to bolster Carlyle’s asset portfolio and enhance shareholder value.
For more information on the transaction and related agreements, interested parties can refer to the official filings made by Carlyle and Miramis. This includes information on the structuring of the transaction, benefits, and details of the projects involved.
In conclusion, Carlyle Commodities Corp. and Miramis Mining Corp.’s amalgamation agreement signifies a significant step towards creating a stronger, more diversified mineral exploration company with promising opportunities for growth and development in the industry.
