Original News Release
Gungnir arranges 1:20 share buyback, name change
Mr. Robert Danard reports
GUNGNIR RESOURCES INC. ANNOUNCES PROPOSED SHARE CONSOLIDATION, NAME CHANGE AND OTHER MATTERS TO BE TABLED AT ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Gungnir Resources Inc. has arranged a proposed consolidation of its issued and outstanding common shares on the basis of one postconsolidation common share for up to every 20 preconsolidation common shares and a concurrent name change to Three Crowns Critical Metals Inc. The consolidation and name change, among other matters as discussed below, are subject to shareholder approval and will be tabled at the company's coming annual general and special meeting of shareholders to be held on June 29, 2026, at Suite 404, 1688 152nd St., Surrey, B.C., V4A 4N2, at 10 a.m. PST.
Consolidation and name change
The Consolidation and name change are subject to the approval of the company's shareholders and acceptance by the TSX Venture Exchange. If approved by the company's shareholders and accepted by the TSX-V, the consolidation and name change are anticipated to take effect shortly following the meeting. The common shares will continue trading on the TSX-V on a postconsolidation basis under the trading symbol TCCM. The company currently has 131,629,786 common shares issued and outstanding, which are anticipated to be consolidated to approximately 6,581,489 common shares. The new Cusip number and ISIN (international securities identification number) for the common shares are anticipated to be 885933101 and CA8859331016, respectively. The company believes that it is in the best interests of the company and its shareholders to complete the consolidation and name change, which is expected to improve trade liquidity and increase investor confidence. A higher postconsolidation price of the common shares could also help generate interest in the company among new investors.
No fractional common shares will be issued as a result of the consolidation. Any fractional common shares more than one-half resulting from the consolidation will be rounded up to the nearest whole common share, and any fractional common shares less than one-half resulting from the consolidation will be rounded down to the nearest whole common share. Proportionate adjustments will be made to the company's outstanding stock options and share purchase warrants.
Corporate updates
The company is a pre-existing company within the meaning of the Business Corporations Act (British Columbia) (BCBCA) and wishes to modernize its constating documents to align them with current corporate practices and the BCBCA. Therefore, at the meeting, the company will seek shareholder approval of: (i) the removal of the pre-existing company provisions from the company's notice of articles; (ii) the adoption of new articles and the deletion of the company's current articles; (iii) the removal of the special rights or restrictions attached to the common shares; and (iv) the increase of the company's authorized share capital from 500 million common shares to an unlimited number of common shares, all as will be more particularly set out in the company's notice of meeting and information circular to be disseminated in connection with the meeting. The corporate updates have been conditionally approved by the TSX-V; however, they remain subject to final approval.
Omnibus plan
The company's board of directors has approved a new omnibus equity incentive plan, which is intended to replace the company's current stock option plan that was last approved by shareholders at the annual general meeting held on Nov. 15, 2024.
The omnibus plan is a rolling up to 10 per cent and fixed up to 10 per cent equity incentive plan, as such term is defined in TSX-V Policy 4.4, Security Based Compensation. The omnibus plan allows the company to issue up to a maximum of 10 per cent of the issued and outstanding common shares in stock options, and up to an aggregate of 13,162,978 common shares issuable pursuant to performance share units, deferred share units, restricted share units and other share-based awards, which number represents a fixed maximum under the omnibus plan, to directors, officers, employees and consultants of the company.
At the meeting, the company will ask shareholders to approve the adoption of the omnibus plan, in accordance with TSX-V requirements. The TSX-V has conditionally approved the omnibus plan; however, it remains subject to final approval.
About Gungnir Resources Inc.
Gungnir Resources is a Canadian-based junior mineral exploration firm strategically positioned in the Vasterbotten district of northern Sweden, a region historically recognized for its prolific geological endowment and Tier 1 mining jurisdiction status. The company's portfolio is characterized by a dual-commodity focus, balancing a substantial nickel-copper-cobalt resource base with high-potential gold exploration targets along the Gold Line (Knaften-Barsele Arc).
We seek Safe Harbor.
View at source ↗