Florence One signs definitive deal for Cautivo Peru

Executive Summary

• Florence One Capital Inc. entered a definitive share‑exchange agreement to acquire 100 % of Cautivo Peru Inc., constituting its TSX‑V qualifying transaction.
• The deal will be funded in part by a private placement of subscription receipts for up to $4.5 M at $0.23 per receipt, and will be followed by a 2‑for‑1 share consolidation of Florence One.
• Upon closing, Cautivo Mining (via its affiliate) will own ~67.35 % of the combined issuer, which is expected to list as a Tier 2 mining company on the TSX‑V with an estimated ≈89.1 M shares outstanding.

Key Details

• Transaction Structure
• Florence One will issue 60 M common shares to acquire all 228,177,223 Cautivo Peru common shares.
• The transaction is a reverse takeover that satisfies Policy 2.4 of the TSX‑V Capital Pool Companies manual.
• Resulting Business
• Primary focus: mining and exploration of a 31,288‑ha gold‑copper district in Piura, northern Peru.
• Cautivo Peru currently produces >300 oz Au/month and holds 35 commercial agreements with artisanal miners.
• Subscription Receipt Financing
• Private placement up to $4.5 M at $0.23 per receipt (or other agreed terms).
• Each receipt converts into one Florence One share upon transaction completion.
• Proceeds earmarked for: (a) financing the post‑transaction business plan, (b) transaction expenses, and (c) general working capital.
• Share Consolidation
• Prior to closing, Florence One will consolidate its shares on a 1‑for‑2 basis (post‑consolidation share = two pre‑consolidation shares).
• Pro Forma Ownership
• After financing, Cautivo Mining expected to hold ≈67.35 % of the combined issuer on a non‑diluted basis.
• Anticipated total outstanding shares post‑closing: ≈89,082,217 (assuming full subscription).
• Governance
• Board to be reconstituted with three directors nominated by Florence One and three nominated by Cautivo Mining.
• Regulatory & Closing Conditions
• Subject to TSX‑V conditional approval, shareholder approvals, no material adverse change, receipt of all consents, completion of name change, and escrow release conditions for subscription proceeds.
• Trading in Florence One shares is halted until the transaction closes.
• Sponsorship Requirement
• Transaction generally requires a sponsor under TSX‑V rules; an exemption may be sought but is not guaranteed.

Notable Quotes

(No direct quotes were provided in the release.)