|Date Closed:||August 31, 2018|
|Client Name:||Redhawk Resources, Inc.|
We acted as counsel for Redhawk Resources in a transaction with CopperBank Resources Corp., a public company listed on the Canadian Securities Exchange, pursuant to which Copperbank acquired all of the issued and outstanding shares of Redhawk in a share exchange transaction structured as a plan of arrangement under the Business Corporations Act (British Columbia). The transaction was subject to shareholder approval of RDK at a shareholders’ meeting held for this purpose, the approval of the TSX Venture Exchange, as well as approval of the British Columbia Supreme Court. Prior to the closing of the transaction, Redhawk shares were listed for trading on the NEX Board of the TSX Venture Exchange. As a condition precedent to the transaction, Redhawk was required to settle certain debts owed to third-party creditors and insiders through the issuance of shares of Redhawk. The TSXV required Redhawk to obtain shareholder approval for the issuance of shares of Redhawk for the settlement of debt to insiders which was obtained at the shareholders’ meeting.
We participated in the preparation and negotiation of all transaction documents including the debt and settlement agreements, arrangement agreement, the RDK shareholder meeting materials and TSXV submission documents. We also prepared all court documents and attended to all court hearings in connection with obtaining the interim and final court approvals of the plan of arrangement.