Magnum Goldcorp extends Atlantico merger to March 31

Executive Summary

• Magnum Goldcorp Inc. has entered into an amending agreement to its amalgamation agreement with Atlantico Energy Metals Corp., extending the outside date for completion of the transaction to March 31, 2026.
• The amendment reflects that Atlantico’s concurrent financing has closed in two tranches for aggregate gross proceeds of $1,223,522.50, with the potential for additional tranches.
• Magnum Goldcorp is amending the terms of consideration units issued to Atlantico shareholders, specifically repricing the warrants within those units to an exercise price of 15 cents per share with a two-year term.
• Additionally, Magnum Goldcorp intends to amend 1,907,500 of its own outstanding common share purchase warrants, repricing them to 15 cents and introducing an accelerated expiry clause, subject to TSX Venture Exchange approval.

Key Details

• Amalgamation Amendment:
  • The outside date for the completion of the amalgamation between Magnum Goldcorp and Atlantico Energy Metals Corp. is extended from February 13, 2026, to March 31, 2026.
  • All other terms and conditions of the original agreement dated October 27, 2025, remain in full force and effect.
• Atlantico Financing Status:
  • Atlantico’s concurrent financing has closed in two tranches.
  • Aggregate gross proceeds from these tranches total $1,223,522.50.
  • Atlantico retains the right to close additional tranches of the financing.
• Revised Consideration Terms (Atlantico Shareholders):
  • Each consideration unit continues to consist of one common share and one transferable warrant.
  • The Magnum Goldcorp consideration warrant is now exercisable at a price of 15 cents per share.
  • The warrant term is set for two years from the date of issuance.
• Broker Warrant Exchange:
  • Holders of outstanding broker warrants of Atlantico will receive one Magnum Goldcorp consideration broker warrant for each Atlantico broker warrant held.
  • These consideration broker warrants will have substantially the same terms as the original Atlantico broker warrants, with an exercise price of 15 cents per share until December 18, 2027.
• Magnum Goldcorp Warrant Amendments:
  • Magnum Goldcorp intends to amend 1,907,500 outstanding common share purchase warrants.
  • The exercise price for these warrants is repriced to 15 cents.
  • An accelerated expiry clause is added: if the closing price of Magnum Goldcorp common shares exceeds the new exercise price (15 cents) by 25% or more for any 10 consecutive trading days, the exercise period is reduced to 30 days.
  • The 30-day expiry period commences on the day a press release announcing the accelerated expiry is disseminated.
  • Three million warrants issued on May 30, 2025, exercisable at 20 cents, are explicitly excluded from these amendments.
  • The warrant amendments are subject to receipt of TSX Venture Exchange approval.

Notable Quotes

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