Quetzal enters definitive deal to acquire Silverco

Executive Summary

• Quetzal Copper Corp. entered a definitive amalgamation agreement to acquire 100 % of Silverco Mining Corp., effecting a reverse takeover that will result in the combined entity being renamed Silverco Mining Ltd.
• The transaction includes issuance of ~31.73 M Quetzal shares at a deemed price of $1.60 per share and a one‑for‑100 post‑closing consolidation of Quetzal shares.
• Concurrently, Quetzal secured a $500,000 bridge loan (settled in Quetzal shares at the same $1.60 deemed price) to fund working capital and transaction costs.

Key Details

• Amalgamation Structure: Three‑cornered amalgamation – Quetzal Subco will merge with Silverco; Silverco shareholders receive 1.88 Quetzal common shares per Silverco share (subject to adjustments).
• Share Issuance: 31,727,854 Quetzal shares to be issued at a deemed $1.60 per share as consideration for the acquisition.
• Post‑Closing Share Consolidation: All Quetzal shares will be consolidated on a one‑for‑100 basis after the RTO closes.
• Name Change: The combined entity is expected to change its name to Silverco Mining Ltd. (or another name requested by Silverco).
• Board & Management Reconstitution: Proposed board members – Mark Ayranto, Gary Brown, Tim Sorensen, Gregg Bush. Proposed senior management – Mark Ayranto (President/CEO), Sean Fallis (CFO/Corporate Secretary), Nico Harvey (VP Project Development).
• Equity Compensation Plan: A new equity compensation plan will be adopted by the resulting issuer.
• Bridge Loan Financing: $500,000 loan from two arm’s‑length parties; proceeds for general working capital and transaction costs; to be settled in Quetzal shares at a deemed price of $1.60 per share (post‑consolidation).
• Conditions to Closing: Satisfactory due diligence, shareholder approvals, TSX‑V listing approval, and other customary conditions; RTO cannot close until all approvals are obtained.
• Asset Disposition: Quetzal will sell/transfer/dispose of its existing mineral properties; purchaser will indemnify Quetzal against pre‑existing liabilities.
• Share Trading Halt: Quetzal shares remain halted pending further TSX‑V filings.
• No Finder’s Fees: No finders’ fees or commissions are payable in respect of the RTO.

Notable Quotes

(No direct quotes were provided in the release.)