Eagle Royalties and Summit Royalty Execute Definitive Agreement for Reverse Takeover of Eagle Royalties
Eagle Royalties (CSE:ER.CN) and Summit Royalty Corp. have entered into a definitive amalgamation agreement for a reverse takeover transaction (RTO). Under the agreement, Summit will go public through a reverse takeover of Eagle, with shareholders receiving 5 Resulting Issuer shares for each Summit share.
The transaction values Eagle shares at C$0.18, representing a 47% premium to Eagle's closing price on June 30, 2025. The resulting company will be owned approximately 80% by Summit shareholders and 20% by Eagle shareholders. The combined entity will be renamed "Summit Royalty Corp." and will focus on precious metals royalties, featuring key assets including the Bomboré Silver Stream and several significant royalty interests across multiple jurisdictions.
The transaction has received support from 22% of Eagle shareholders and 78% of Summit shareholders through voting agreements. Drew Clark, Summit's President, will lead the combined company as CEO.
Eagle Royalties (CSE:ER.CN) e Summit Royalty Corp. hanno firmato un accordo definitivo di fusione per una transazione di reverse takeover (RTO). Secondo l'accordo, Summit diventerà una società pubblica tramite un reverse takeover di Eagle, con gli azionisti che riceveranno 5 azioni della società risultante per ogni azione Summit posseduta.
La transazione valuta le azioni Eagle a 0,18 C$, rappresentando un premio del 47% rispetto al prezzo di chiusura di Eagle del 30 giugno 2025. La società risultante sarà posseduta per circa il 80% dagli azionisti Summit e per il 20% dagli azionisti Eagle. La nuova entità sarà rinominata "Summit Royalty Corp." e si concentrerà sulle royalties di metalli preziosi, includendo asset chiave come il Bomboré Silver Stream e diversi interessi significativi in royalties in più giurisdizioni.
La transazione ha ricevuto il supporto del 22% degli azionisti Eagle e del 78% degli azionisti Summit tramite accordi di voto. Drew Clark, presidente di Summit, guiderà la società combinata come CEO.
Eagle Royalties (CSE:ER.CN) y Summit Royalty Corp. han firmado un acuerdo definitivo de fusión para una transacción de toma de control inversa (RTO). Según el acuerdo, Summit se hará pública mediante una toma de control inversa de Eagle, y los accionistas recibirán 5 acciones de la empresa resultante por cada acción de Summit.
La transacción valora las acciones de Eagle en 0,18 C$, lo que representa una prima del 47% sobre el precio de cierre de Eagle al 30 de junio de 2025. La compañía resultante estará en aproximadamente un 80% en manos de los accionistas de Summit y un 20% en manos de los accionistas de Eagle. La entidad combinada será renombrada como "Summit Royalty Corp." y se enfocará en regalías de metales preciosos, con activos clave que incluyen el Bomboré Silver Stream y varios intereses significativos en regalías en múltiples jurisdicciones.
La transacción ha recibido el apoyo del 22% de los accionistas de Eagle y del 78% de los accionistas de Summit mediante acuerdos de voto. Drew Clark, presidente de Summit, liderará la compañía combinada como CEO.
Eagle Royalties (CSE:ER.CN)와 Summit Royalty Corp.가 역합병 거래(RTO)를 위한 최종 합병 계약을 체결했습니다. 계약에 따라 Summit은 Eagle을 통한 역합병으로 상장하며, 주주들은 Summit 주식 1주당 결과 법인의 주식 5주를 받게 됩니다.
이번 거래는 Eagle 주식을 0.18 캐나다 달러로 평가하며, 이는 2025년 6월 30일 Eagle 종가 대비 47% 프리미엄에 해당합니다. 결과 회사는 약 80%가 Summit 주주, 20%가 Eagle 주주가 소유하게 됩니다. 합병된 회사는 "Summit Royalty Corp."로 이름이 변경되며, Bomboré Silver Stream과 여러 주요 로열티 자산을 포함해 귀금속 로열티에 집중할 예정입니다.
이 거래는 Eagle 주주의 22%와 Summit 주주의 78%의 투표 동의를 통해 지지를 받았습니다. Summit의 사장 Drew Clark가 합병 회사의 CEO로서 회사를 이끌게 됩니다.
Eagle Royalties (CSE:ER.CN) et Summit Royalty Corp. ont conclu un accord définitif de fusion dans le cadre d’une opération de prise de contrôle inversée (RTO). Selon cet accord, Summit deviendra une société cotée en bourse via une prise de contrôle inversée d’Eagle, les actionnaires recevant 5 actions de la société résultante pour chaque action Summit détenue.
La transaction valorise les actions Eagle à 0,18 C$, ce qui représente une prime de 47% par rapport au cours de clôture d’Eagle au 30 juin 2025. La société résultante sera détenue à environ 80% par les actionnaires de Summit et à 20% par ceux d’Eagle. L’entité combinée sera renommée « Summit Royalty Corp. » et se concentrera sur les redevances des métaux précieux, avec des actifs clés tels que le Bomboré Silver Stream et plusieurs intérêts en redevances importants dans plusieurs juridictions.
La transaction a reçu le soutien de 22% des actionnaires d’Eagle et de 78% des actionnaires de Summit via des accords de vote. Drew Clark, président de Summit, dirigera la société combinée en tant que PDG.
Eagle Royalties (CSE:ER.CN) und Summit Royalty Corp. haben eine endgültige Verschmelzungsvereinbarung für eine Reverse Takeover-Transaktion (RTO) abgeschlossen. Gemäß der Vereinbarung wird Summit durch eine Reverse Takeover von Eagle an die Börse gehen, wobei die Aktionäre für jede Summit-Aktie 5 Aktien des resultierenden Unternehmens erhalten.
Die Transaktion bewertet die Eagle-Aktien mit 0,18 C$, was einer Prämie von 47% gegenüber dem Schlusskurs von Eagle am 30. Juni 2025 entspricht. Das resultierende Unternehmen wird zu etwa 80% im Besitz der Summit-Aktionäre und zu 20% im Besitz der Eagle-Aktionäre sein. Das kombinierte Unternehmen wird in "Summit Royalty Corp." umbenannt und konzentriert sich auf Edelmetall-Royaltys, mit wichtigen Vermögenswerten wie dem Bomboré Silver Stream und mehreren bedeutenden Royalty-Interessen in verschiedenen Rechtsgebieten.
Die Transaktion hat durch Abstimmungsvereinbarungen die Unterstützung von 22% der Eagle-Aktionäre und 78% der Summit-Aktionäre erhalten. Drew Clark, Präsident von Summit, wird das kombinierte Unternehmen als CEO führen.
- 47% premium offered to Eagle shareholders over June 30 closing price
- Strong shareholder support with 22% of Eagle and 78% of Summit shareholders committed through voting agreements
- Combination creates diversified portfolio including cash-flowing assets like Bomboré Silver Stream
- Experienced management team with track record of completing over $300M in royalty deals
- Zero debt position with available cash for future acquisitions
- Eagle shareholders will be significantly diluted, retaining only 20% ownership
- Trading halt on Eagle shares pending further filings
- Transaction completion subject to multiple conditions and regulatory approvals
TORONTO, ON / ACCESS Newswire / July 2, 2025 / Summit Royalty Corp. ("Summit") and Eagle Royalties Ltd. (CSE:ER.CN) ("Eagle") are pleased to announce that they have entered into a definitive amalgamation agreement (the "Amalgamation Agreement") in respect of a reverse takeover transaction (the "RTO"), pursuant to which Summit will "go-public" by way of a reverse takeover of Eagle. In this news release, references to the "Resulting Issuer" are to Eagle after the closing of the RTO.
Transaction Particulars and the Definitive Agreement
On June 30, 2025 Eagle, Summit and a newly-formed subsidiary of Eagle ("Eagle Subco") incorporated under the Business Corporations Act (Ontario) (the "OBCA"), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the "Amalgamation") pursuant to which (i) Eagle Subco will amalgamate with Summit under Section 174 of the OBCA to form one corporation, (ii) the securityholders of Summit will receive securities of the Resulting Issuer in exchange for their securities of Summit at an exchange ratio of five Resulting Issuer shares for each outstanding share of Summit (subject to adjustments in accordance with the Amalgamation Agreement) (the "Exchange Ratio"), and (iii) the transactions will result in a reverse takeover of Eagle, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement will be available electronically on SEDAR+ (www.sedarplus.ca) under Eagle's issuer profile in due course.
The Exchange Ratio implies estimated consideration of C
Drew Clark, President and Director of Summit, stated: "We are excited to announce this RTO with Eagle as we move toward a public listing and the combination of two strong royalty portfolios. Eagle's portfolio of royalties, notably including a royalty on a portion of Banyan's 7Moz AurMac Gold Project, coupled with over 35 royalty interests predominately in Canada, will provide excellent optionality that will complement our cash-flowing portfolio. We look forward to partnering with Eagle shareholders as we work to aggressively grow our business after we close the RTO."
Tim J. Termuende, President, CEO and Director of Eagle, stated: "We are very pleased to announce the RTO and partnership with Summit as Eagle enters this new and exciting chapter in its development. We believe that this transaction immediately unlocks value for Eagle shareholders through a significant upfront premium and look forward to becoming meaningful shareholders in the combined company. Summit's team of experienced royalty professionals will unlock significant value for Eagle's shareholders through the addition of Summit's current portfolio of cash-flowing royalty and streaming assets. I'd like to thank Eagle's shareholders and team for all of their continued efforts and support in this transaction. The transaction with Summit will accelerate the growth and development of the combined company."
As part of the RTO, and subject to any required shareholder and regulatory approvals, Eagle will: (i) change its name to "Summit Royalty Corp." or such other name as may be requested by Summit; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the target stock exchange (the "Exchange") on which the shares of the Resulting Issuer will trade (which may be the Canadian Securities Exchange (the "CSE") or the TSX Venture Exchange, as may be determined by Summit); (iii) reconstitute the board of directors and management of the Resulting Issuer; (iv) continue under the OBCA following completion of the RTO; (v) adopt a new equity compensation plan; (v) change its auditor; and (vi) if requested, consolidate its issued and outstanding shares at a consolidation ratio to be agreed between the parties (the "Consolidation").
Eagle intends to call an annual and special meeting of its shareholders to approve various corporate actions and seek approval of the RTO, which will result in a Fundamental Change (as defined in the policies of the CSE), by at least a majority of its shareholders pursuant to the policies of the CSE. In support of the RTO, all the directors and officers of Eagle, representing approximately
The Amalgamation Agreement was negotiated at arm's length between representatives of Eagle and Summit. The board of directors of each of Eagle and Summit determined that the RTO is fair to the shareholders of Eagle and Summit, respectively.
The common shares of Eagle will remain halted pending further filings with the Exchange.
The Resulting Issuer is expected to be owned approximately (i)
The full particulars of the RTO, the material properties of the Resulting Issuer, and the Resulting Issuer will be described in the management information circular of Eagle (the "Circular"), which will contain the information required pursuant to listing statement requirements under the policies of the Exchange. A copy of the Circular will be available electronically on SEDAR+ (www.sedarplus.ca) under Eagle's issuer profile in due course.
Completion of the RTO is subject to a number of conditions, including, but not limited to, Exchange acceptance and required shareholder approvals of Eagle and Summit. There can be no assurance that the RTO will be completed as proposed or at all. The completion of the RTO is also subject to other customary conditions for a transaction of this nature.
Investors are cautioned that, except as disclosed in the Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Eagle should be considered highly speculative.
Neither Exchange has in any way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.
Attributes of the Resulting Issuer
The formation of the Resulting Issuer creates a public Canadian junior royalty and streaming company focused on precious metals. Following the completion of the RTO, the Resulting Issuer is anticipated to own interests in the following key assets:
Bomboré Silver Stream (Ganzourgou Province, Burkina Faso) - a
50% silver stream on the operating Bomboré Mine owned and operated by Orezone Gold Corporation;Pitangui Royalty (Minas Gerais, Brazil) - an
$80 /oz production royalty on the first 250 Koz of gold sold, and a1.5% NSR royalty thereafter on the Pitangui project currently under development by Jaguar Mining Inc.;AurMac Gold Project (Yukon, Canada) - a
0.5% to2.0% NSR on the AurMac Gold Project operated by Banyan Gold Corp.;Zancudo Royalty (Titiribi, Colombia) - a
0.5% NSR royalty on the operating Zancudo Mine owned and operated by Denarius Metals Corp.; andLavras do Sul Royalty (Rio Grande do Sul, Brazil) - a
3.0% NSR royalty on the over 5,000 Ha Lavras do Sul project owned by Lavras Gold Corp.
It is anticipated that the Bomboré Silver Stream and the Pitangui Royalty will be the only material interests in a mineral project of the Resulting Issuer, for purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects , following the completion of the RTO.
Board and Management Composition and Biographies
The Board of Directors of the Resulting Issuer is expected to include Andrew Clark, Jerrold Annett, Steven Eddy, Russell Mills and Blair Zaritsky.
Management of the Resulting Issuer is expected to include Andrew Clark (President, Chief Executive Officer and Director) and Connor Pugliese (Vice President, Corporate Development).
The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer:
Drew Clark, CFA | President, Chief Executive Officer & Director: Drew is currently the President and Director of Summit. Drew has completed over
Jerrold Annett, P.Eng. | Director: Jerrold has over 30 years of mining and capital markets experience, most recently as Senior Vice President, Strategy & Capital Markets at Capstone Copper. He has over a decade of mining sales experience, including nine years as head of mining sales at Scotiabank, a position he left to join Arizona Mining, which was acquired for
Steven Eddy | Director: Steven most recently served as a Senior Vice President, Business Development, at IAMGOLD, where he led several enterprise-defining initiatives, including securing a joint venture partner and restructuring a gold development project exceeding
Russell Mills, CFA, MFin. | Director: Russell is currently a Partner at Mills Dunlop Capital Partners ("MDCP"), a boutique investment banking firm. He has nearly 20 years of experience advising mining companies, including recently as Managing Director, Investment Banking at a Toronto based Investment Bank for 10 years before becoming a Partner with MDCP. He has significant experience with executing complex merger and acquisitions and sophisticated equity transactions.
Blair Zaritsky, CA, CPA | Director: Blair is currently CFO of Osisko Metals (TSXV:OM) and was the founding CFO of Osisko Mining (formerly, TSX:OSK), advancing the company from its go-public event to its all-cash acquisition by Gold Fields for over C
Connor Pugliese | Vice President, Corporate Development: Connor is currently Vice President, Corporate Development at Summit. Connor is a corporate development professional with a strong background in finance and the mining sector. Before joining Summit, he worked at Redwood Materials, supporting the company's growth in the sustainable battery materials space. Prior to Redwood, he spent over four years at Triple Flag Precious Metals, where he helped execute over
Advisors
Bennett Jones LLP is legal counsel to Summit and Haywood Securities Inc. is financial advisor to Summit. McLeod Law LLP is legal counsel to Eagle.
About Eagle Royalties Ltd.
Eagle Royalties benefits from maintaining a strong treasury and holds a diverse portfolio of over 35 royalty interests in western Canada. Target commodities subject to royalties include a broad spectrum including critical metals, precious metals and industrial minerals. Its flagship royalty is associated with the AurMac Project located in Yukon, operated by Banyan Gold Corp. Eagle Royalties holds royalty interests ranging from
About Summit Royalty Corp.
Summit is a private precious metals streaming and royalty company with an aggressive growth trajectory. Summit's current portfolio is backstopped by cash flow production with additional expansion and exploration upside. Summit intends to rapidly expand to be the next mid-tier streaming and royalty company through a series of actionable and accretive acquisitions which, given Summit's size, can have an outsized effect on its production and cash flow growth. Summit currently has no debt and sufficient cash on-hand for use in future acquisitions.
ON BEHALF OF THE BOARD OF DIRECTORS OF EAGLE ROYALTIES LTD.
Tim J. Termuende
President, Chief Executive Officer and Director
Eagle Royalties Ltd.
For more information contact:
Mike Labach, Business Development Officer
1 866 HUNT ORE (486 8673)
ON BEHALF OF THE BOARD OF DIRECTORS OF SUMMIT ROYALTY CORP.
Drew Clark
President and Director
Summit Royalty Corp.
For more information contact:
Connor Pugliese, Vice President of Corporate Development
connor@summitroyalty.com
Forward-looking Statements
Certain statements contained in this news release may be deemed "forward‐looking statements" within the meaning of applicable Canadian securities laws. These forward‐looking statements, by their nature, require Eagle and Summit to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Information contained in forward‐looking statements, including with respect to the ability to satisfy or waive on satisfactory terms any conditions to the completion of the RTO (including but not limited to any required regulatory and shareholder approvals), ability to complete the RTO (if at all), the anticipated listing of the Resulting Issuer shares on the Exchange, anticipated benefits of the RTO (including anticipated synergies from combining Summit and Eagle's royalty portfolios and value for shareholders and impact on cash-flow), the expected premium to be realized by Eagle shareholders, the impact of Summit's experienced team, expected ownership of the Resulting Issuer, and the expected growth, expansion and development of Summit and the Resulting Issuer (including potential actionable and accretive acquisitions), and ability for Summit to become a mid-tier streaming and royalty company are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, current information available to the management of Eagle and Summit, as well as other considerations that are believed to be appropriate in the circumstances. Eagle and Summit consider their respective assumptions to be reasonable based on information currently available, but caution the reader that their assumptions regarding future events, many of which are beyond the control of Eagle and Summit, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Eagle and Summit, and their respective businesses.
For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning Eagle, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of Eagle which is filed with the Canadian securities commissions and available electronically under Eagle's issuer profile on SEDAR+ ( www.sedarplus.ca ). The forward‐looking statements set forth herein concerning Eagle and Summit reflect management's expectations as at the date of this news release and are subject to change after such date. Eagle and Summit disclaim any intention or obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
The Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE: Eagle Royalties Ltd.
View the original press release on ACCESS Newswire
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