Remo Resources Inc. agreed to acquire privately held Chakana Copper Corp. in an all-share deal expected to be effective by Jan. 31, 2018.
Chakana owns 99.99% of Peruvian subsidiary Chakana Resources SAC, which in turn holds the rights to acquire 100% of the Soledad copper-gold project through a February option agreement with Condor Resources Inc.
The Soledad property consists of three mineral exploration concessions covering 1,139 hectares in central Peru's Ancash region.
Remo Resources said Oct. 6 that the proposed transaction will be undertaken as a three-cornered amalgamation, constituting a reverse takeover with Chakana to become a Remo subsidiary.
Prior to closing, Remo will consolidate its shares on a 6.834615-to-1 basis and also plans to change its name to Chakana Copper Corp. or a similar agreed name.
Chakana shareholders will receive 1 post-consolidated Remo share for each share held at a deemed issue price of 50 Canadian cents apiece, while all of Remo's issued and outstanding share purchase warrants will be canceled.
Remo noted that Chakana holds approximately C$2.5 million in cash and plans to raise at least C$6 million in a nonbrokered private placement prior to closing. The offering is expected to comprise at least 12 million shares at 50 cents apiece.
All of Remo's officers and directors are expected to resign. The resulting entity's management will comprise David Kelley as president and CEO, Douglas Kirwin as chairman and Kevin Ma as CFO, and the board will include Kirwin, Kelley, John Black, Tom Wharton, Mario Vetro and Darren Devine.
The transaction is subject to various conditions including Chakana shareholder approval and Chakana raising gross proceeds of at least C$4 million from the placement.