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Torchlight Mining Corp M&A / Corporate 12 docs · open →

Document types detected

Contract / agreement5

Analysis / memo4

Other1

Correspondence1

Engagement letter1

Parties across the matter

Canada Business CorpDelaware General CorpGeneral CorpGeneral Counsel Torchlight Mining CorpHARKNESS LLPHarkness LLPInvestment IncMERGER Merging Ridgeline Cobalt IncNational CorpRidgeline Cobalt Canada IncRidgeline Cobalt IncSecurities Transfer Association IncSteele LLPTorchlight Mining Corp

Chronology

2027-09-15 · closing-memorandum.docx

… 000,000 revolving credit facility (dated September 15, 2022; maturing September 15, 2027). Torchlight drew C$40,000,000 (approximately US$29,200,000 at a spot exchange rate of C$ …

2027-07-16 · closing-memorandum.docx

… tations survive for a period of 36 months following closing (expiring July 16, 2027); tax representations survive until 60 days after the expiration of the applicable statut …

2027-07-16 · escrow-agreement.docx

… a period of thirty-six (36) months from the Closing Date (i.e., until July 16, 2027), and with respect to which the applicable indemnification cap is equal to one hundred pe …

2026-06-30 · deal-structure-tax-memo.docx

… gregate principal amount of 6.5% senior secured convertible notes due June 30, 2026 (the "Convertible Notes" or the "Notes"), issued under an indenture dated June 30, 2022 ( …

2026-06-30 · bring-down-dd-request-letter.docx

… gregate principal amount of 6.5% senior secured convertible notes due June 30, 2026, held by Pinnacle Venture Resources Fund II, LP, which are convertible at a conversion pr …

2026-06-30 · due-diligence-summary-memo.docx

… gregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026 (the "Convertible Notes"), issued pursuant to an Indenture dated June 30, 2022 (the "Inde …

2026-06-30 · offer-to-purchase-agreement-execution.docx

… gregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026 issued pursuant to that certain Indenture dated as of June 30, 2022 (the "Convertible Not …

2026-06-30 · offer-to-purchase-schedule-to-materials.docx

… able upon conversion of the 6.5% senior secured convertible notes due June 30, 2026, held by Pinnacle Venture Resources Fund II, LP; and • 1,100,000 Shares issuable upon ex …

2026-06-30 · tender-support-agreement-pinnacle.docx

… gregate principal amount of 6.5% Senior Secured Convertible Notes due June 30, 2026 (the "Convertible Notes"), issued by the Company pursuant to that certain Indenture dated …

2026-01-16 · closing-memorandum.docx

… ranties survive for a period of 18 months following closing (expiring January 16, 2026); Fundamental Representations survive for a period of 36 months following closing (expiri …

2026-01-16 · escrow-agreement.docx

… accordance with Section 4.6 and Section 5.3. "Expiration Date" means January 16, 2026, the date that is eighteen (18) months following the Closing Date. "Fundamental Represent …

2026-01-16 · offer-to-purchase-agreement-execution.docx

… hat is eighteen (18) months after the Closing Date (i.e., expiring on January 16, 2026, assuming a Closing Date of July 16, 2024). "Exchange Act" means the Securities Exchange …

2024-09-02 · offer-to-purchase-agreement-execution.docx

… Shares, as more fully described in Schedule 4.2. "Outside Date" means September 2, 2024. "Permitted Liens" means (a) Liens for Taxes not yet due and payable or being contested i …

2024-07-16 · certificate-of-merger-dgcl-253.docx

… ration Law Filed with the Secretary of State of the State of Delaware July 16, 2024 CERTIFICATE OF MERGER OF RIDGELINE COBALT INC. (a Delaware corporation) WITH AND INTO TOR …

2024-07-16 · closing-memorandum.docx

… AND CONFIDENTIAL — ATTORNEY WORK PRODUCT INTERNAL CLOSING MEMORANDUM July 16, 2024 Prepared by: Derek Okonkwo, Lead Associate, Mergers & Acquisitions Tiffany Rosenthal, Wor …

2024-07-16 · officers-certificate-closing-conditions.docx

… 024, by and between Torchlight Mining Corp. and Ridgeline Cobalt Inc. July 16, 2024 The undersigned, Henrik Aldermann, Chief Executive Officer, and Marguerite Soo-Chan, Chie …

2024-07-16 · bring-down-dd-request-letter.docx

… ipated closing date of the Offer and the related short-form merger is July 16, 2024 (the "Closing Date"). In connection with the anticipated Closing, and in order to confirm …

2024-07-16 · due-diligence-summary-memo.docx

… ccrued Interest Calculation. Based on the anticipated closing date of July 16, 2024, we calculate accrued interest on the Convertible Notes as follows: • Accrual period: De …

2024-07-16 · escrow-agreement.docx

… ESCROW AGREEMENT Dated as of July 16, 2024 among TORCHLIGHT MINING CORP. (as Purchaser) SAMUEL KERENSKY (as Shareholder Representati …

2024-07-16 · offer-to-purchase-agreement-execution.docx

… Date (i.e., expiring on January 16, 2026, assuming a Closing Date of July 16, 2024). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and …

2024-07-16 · tender-support-agreement-pinnacle.docx

… /365-day basis. For illustrative purposes, assuming a Closing Date of July 16, 2024 (reflecting 198 days of accrued interest from December 31, 2023), the accrued and unpaid …

2024-07-11 · officers-certificate-closing-conditions.docx

… as set forth in its Final Agent's Certificate of Tender Results dated July 11, 2024, a copy of which has been provided to counsel for both Torchlight and Ridgeline. Section …

2024-07-10 · closing-memorandum.docx

… tended expiration date of the Offer (12:00 midnight, Eastern Time, on July 10, 2024), a total of 16,740,000 Shares (representing approximately 93.0% of the 18,000,000 Shares …

2024-07-10 · officers-certificate-closing-conditions.docx

… ned hereby certify that, as of 12:00 midnight, New York City time, on July 10, 2024 (the extended expiration date of the Offer, as described below), 16,740,000 shares of Rid …

2024-07-10 · bring-down-dd-request-letter.docx

… ally set to expire on June 14, 2024, and was subsequently extended to July 10, 2024 (the "Extended Expiration Date") in accordance with Section 1.2(b) of the Agreement. The …

2024-07-09 · bring-down-dd-request-letter.docx

… te of July 16, 2024, such certificate should be dated no earlier than July 9, 2024. B. Michigan Department of Licensing and Regulatory Affairs (LARA) A certificate of autho …

2024-07-08 · bring-down-dd-request-letter.docx

… : (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com July 8, 2024 VIA EMAIL AND OVERNIGHT COURIER Martin Galbraith, Esq. Rebecca Tsang, Esq. Galbraith Have …

2024-06-30 · officers-certificate-closing-conditions.docx

… gned, including unaudited interim financial data for the period ended June 30, 2024, provided by Ridgeline's management, Ridgeline's financial condition has not materially d …

2024-06-14 · regulatory-analysis-memo.docx

… n well in advance of the anticipated initial offer expiration date of June 14, 2024. • Based on our analysis of the relevant markets and competitive dynamics, we expect the …

2024-06-14 · officers-certificate-closing-conditions.docx

… was initially set to expire at 12:00 midnight, New York City time, on June 14, 2024. On June 13, 2024, Torchlight elected to extend the expiration date of the Offer to July …

2024-06-14 · bring-down-dd-request-letter.docx

… onsideration of $45,000,000. The Offer was initially set to expire on June 14, 2024, and was subsequently extended to July 10, 2024 (the "Extended Expiration Date") in accor …

2024-06-14 · offer-to-purchase-agreement-execution.docx

… regulations promulgated thereunder. "Expiration Date" means initially June 14, 2024, at 12:00 midnight, New York City time, as such date and time may be extended pursuant to …

2024-06-14 · offer-to-purchase-schedule-to-materials.docx

… AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON JUNE 14, 2024, UNLESS THE OFFER IS EXTENDED. This Offer to Purchase and the related Letter of Transmitt …

2024-06-14 · tender-support-agreement-pinnacle.docx

… of the Offer as set forth in the Offer Documents, which initially is June 14, 2024, as the same may be extended from time to time in accordance with the terms of the Offer …

2024-06-13 · officers-certificate-closing-conditions.docx

… to expire at 12:00 midnight, New York City time, on June 14, 2024. On June 13, 2024, Torchlight elected to extend the expiration date of the Offer to July 10, 2024, in accor …

2024-05-02 · certificate-of-merger-dgcl-253.docx

… nd conditions of that certain Offer-to-Purchase Agreement dated as of May 2, 2024, by and between Torchlight Mining Corp. and Ridgeline Cobalt Inc. (the "Offer Agreement") …

2024-05-02 · closing-memorandum.docx

… d Documents) 1. Offer-to-Purchase Agreement (Execution Version) Date: May 2, 2024 Parties: Torchlight Mining Corp. and Ridgeline Cobalt Inc. Signatories: Henrik Aldermann …

2024-05-02 · officers-certificate-closing-conditions.docx

… nt to Section 7.02(c) of the Offer-to-Purchase Agreement, dated as of May 2, 2024, by and between Torchlight Mining Corp. and Ridgeline Cobalt Inc. July 16, 2024 The under …

2024-05-02 · bring-down-dd-request-letter.docx

… on Shares of Ridgeline Cobalt Inc.; Offer-to-Purchase Agreement dated May 2, 2024 (the "Agreement") Dear Mr. Galbraith and Ms. Tsang: I write on behalf of Torchlight Minin …

2024-05-02 · escrow-agreement.docx

… nd conditions of that certain Offer-to-Purchase Agreement dated as of May 2, 2024 (as amended, supplemented, or otherwise modified from time to time, the "Purchase Agreeme …