On September 27, 2024, Carlyle Commodities Corp. (CSE: CCC) (FSE: BJ4) (OTC Pink: CCCFF) and Miramis Mining Corp. announced their entry into an amalgamation agreement. This agreement, dated September 27, 2024, entails a wholly-owned subsidiary of Carlyle amalgamating with Miramis. Following the amalgamation, all issued and outstanding common shares of Miramis will be immediately exchanged for common shares of Carlyle on a one-to-one basis.
After the completion of the Transaction, the Board of Directors and management of Carlyle will remain unchanged, and it is anticipated that shareholders of Miramis will hold approximately 28.8% of the issued and outstanding Carlyle Shares.
Morgan Good, CEO of Carlyle and Miramis, expressed optimism about the agreement, emphasizing the opportunity to diversify the current project portfolio through the Miramis Amalgamation and acquire rights to the Nicola East Project and Quesnel Gold Project via the Option Agreement.
The amalgamation of Carlyle and Miramis is expected to create a well-capitalized mineral exploration company with reduced operating costs, increased shareholder liquidity, and a diversified asset portfolio in British Columbia. Miramis shareholders are expected to benefit from holding shares of a larger, more diversified company with increased access to markets and capital.
Additionally, Carlyle has entered into an option agreement with Divitiae Resources Ltd. for the Quesnel Gold Project and a non-binding letter of intent with Axcap Ventures Inc. for the sale of the Newton Project. These agreements are subject to various conditions and are aimed at enhancing the asset portfolio of Carlyle and providing potential value for shareholders.
All relevant details and information about these transactions will be provided to shareholders in a management information circular. The completion of these transactions is subject to regulatory approvals and other customary conditions.
Both Carlyle and Miramis are committed to expediting the Transaction process, with a special meeting of Miramis shareholders anticipated to be held in November 2024 for approval. The Board of Directors of Miramis supports the Transaction, deeming it beneficial for Miramis and its shareholders.
Readers are advised to refer to the full documentation for detailed information regarding the terms and conditions of the Transaction. The parties involved in these agreements are working towards completion, subject to regulatory approvals and other conditions.
