Omai Gold Mines Corp. has announced that following the closing of its reverse takeover transaction with Avalon Investment Holdings Inc. the company issued its final exchange bulletin confirming the completion of the RTO (the “Final Exchange Bulletin”).
The company’s common shares will commence trading on the TSXV as a Tier 2 mining issuer under the symbol “OMG” as of November 18, 2020.
Reverse takeover transaction
Pursuant to an amalgamation agreement (the “Amalgamation Agreement”), Anconia Resources (Barbados) Corp., a wholly owned subsidiary of the Company, and Avalon amalgamated under the Companies Act of Barbados (the “Amalgamation”).
As a result of the Amalgamation, (i) all securities of the Company were consolidated on a 15:1 basis; (ii) the issued and outstanding shares in the capital of Avalon will be converted into one (1) common share in the capital of the surviving corporation of the Amalgamation (“Amalco”); and (iii) in exchange for each (1) security held in the capital of Amalco, each security holder will receive 1 security (the “Exchange Ratio”) in the capital of the Resulting Issuer (the “Company Securities”).
Finally, the shares of Amalco held by former Avalon shareholders have been cancelled, and shares of the Resulting Issuer have been issued to those shareholders in replacement.
Outstanding Share Capital and Escrow
Following the closing of the RTO, the Company has a total of 189,869,799 common shares issued and outstanding.
An aggregate of 57,095,017 common shares and 4,500,008 stock options held by the Principals of the Company are subject to Tier 2 Value Escrow and will be released from escrow as follows: five percent (5%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin, five percent (5%) will be released 6 months thereafter, ten percent (10%) will be released 12 months and 18 months following the issue of the Final Exchange Bulletin, fifteen percent (5%) will be released 24 months and 30 months following the issue of the Final Exchange Bulletin, and the balance of forty percent (40%) will be released 36 months after the issue of the Final Exchange Bulletin.
In addition, certain non-principal shareholders of Avalon are subject to TSXV seed share resale restrictions (SSRR), ten percent (10%) of the escrowed shares will be released from escrow on the issuance of the Final Exchange Bulletin and an additional fifteen percent (15%) will be released every 6 months thereafter.
