Alpha and CAVU Announce Signing of Definitive Agreement to Become a Premier Copper Exploration Company in BC and the Yukon
Alpha and CAVU Announce Signing of Definitive Agreement to Become a
Premier Copper Exploration Company in BC and the Yukon
VANCOUVER, British Columbia, Oct. 03, 2022 -- Alpha Copper Corp. (CSE: ALCU) (OTC: ALCUF) (FSE: PP0) (“ Alpha”) and
CAVU Energy Metals Corp. (CSE: CAVU) (OTC: CAVVF) (FSE: 5EO) (“ CAVU”) are pleased to announce that, further to their
news release dated August 19, 2022, they have entered into an arrangement agreement dated September 30, 2022 (the
“Agreement ”), pursuant to which Alpha has agreed to acquire all of the issued and outstanding common shares (the “ CAVU
Shares”) of CAVU (the “Transaction”) by way of a statutory plan of arrangement under the Business Corporations Act (British
Columbia).
Strategic Highlights and Benefits of the Transaction
• Represents an attractive opportunity for CAVU shareholders to own shares in a larger, more liquid publicly traded entity
at an exchange ratio that implies a 31.3% premium to CAVU’s share price (based on each company’s respective 30-
day VWAP).
• Creates a larger-scale entity with a strong regional focus and increased access to capital to enable the financing of
continuing exploration on four prospective copper assets.
• The combined entity will be well capitalized to increase the value of its improved project portfolio, supported by its
strong executive management team and Board of Directors.
Darryl Jones, CEO of Alpha Copper, stated “This Agreement is an opportunity to strengthen our grip on a portfolio of quality
copper assets in Western Canada. The Hopper and Star projects present large upside for continued development. The Star
property in particular has historical exploration indicative of a copper-gold porphyry deposit at depth and has multiple untested
targets.”
Danny Matthews, director of CAVU, commented “The board of CAVU is pleased to enter into this milestone agreement and
unanimously supports the Transaction. The merged company will have premier assets of scale and regional focus that will
benefit shareholders of both CAVU and Alpha. We believe the Transaction will create a continued platform for growth and look
forward to building to the success of Alpha.”
The Transaction is an arm’s length transaction and provides CAVU shareholders with a premium of approximately 31.3%
based on each company’s respective 30-day volume-weighted average price (“ VWAP”). The Transaction positions the
combined entity of Alpha and CAVU to become a leading copper exploration company with an expanded portfolio of
prospective base and precious metals assets in BC and the Yukon.
Under the terms of the Agreement, each holder of CAVU Shares (a “ CAVU Shareholder ” and, collectively, the “ CAVU
Shareholders ”) will receive 0.7 of a common share of Alpha (each whole common share a “ Alpha Share ”) for each CAVU
Share held (the “ Consideration”). The value of the Consideration was calculated on September 29, 2022, the last day of
trading prior to the announcement of the Transaction, as $0.33 per CAVU Share. Upon completion of the Transaction, CAVU
Shareholders will hold approximately 30% of the outstanding Alpha Shares.
As part of the Transaction, all outstanding options of CAVU will vest immediately and be exchanged for the number of options
to purchase Alpha Shares based on the exchange ratio and holders of CAVU warrants will be entitled, in accordance with the
terms of such warrants, to receive Alpha Shares on the exercise of such warrants.
Upon closing of the Transaction, CAVU will also appoint a nominee to the board of Alpha.
Additional Details on the Transaction
Completion of the Transaction will, among other things, require the approval of: (i) at least two-thirds (66 2/3%) of the votes cast
by the CAVU Shareholders; (ii) at least two-thirds (66 2/3%) of the votes cast by the CAVU securityholders voting as a single
class; and (iii) if required, a simple majority of the votes cast by CAVU Shareholders, excluding for this purpose the votes of
“related parties” and “interested parties” and other votes required to be excluded under Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions , with all votes to occur at a special meeting of CAVU
securityholders expected to take place in November 2022 (the “ CAVU Meeting ”). No shareholder vote is required by Alpha
shareholders. The Agreement includes covenants typical for transactions of this nature, including non-solicitation covenants.
The Transaction is expected to close in the fourth quarter of 2022, subject to the satisfaction (or waiver) of a number of
conditions precedent, including, but not limited to receipt of all regulatory approvals, including the approval of the Supreme
Court of British Columbia and Canadian Securities Exchange acceptance of the Transaction.
The Transaction has the full endorsement of both the boards of CAVU and Alpha. The board of directors of CAVU has received
advice from its advisors, including a fairness opinion from Evans & Evans, Inc., and has unanimously determined that the
Transaction is in the best interests of CAVU and will recommend that CAVU securityholders vote in favour of the Transaction.
Directors and officers of CAVU collectively holding 5.95% of the currently outstanding CAVU Shares have entered into
customary support agreements with Alpha to vote their securities in favour of the Transaction.
Full details of the Transaction will be included in the management information circular of CAVU describing the matters to be
considered at the CAVU Meeting, which is expected to be mailed to the CAVU securityholders in October 2022. Copies of the
management information circular and the Agreement will be made available on SEDAR (www.sedar.com) under the profile of
CAVU.
Advisors
Evans & Evans, Inc. has provided a fairness opinion to CAVU in connection with the Transaction. Cozen O’Connor LLP is
acting as legal counsel to Alpha and Segev LLP is acting as legal counsel to CAVU in connection with the Transaction.
About Alpha Copper Corp.
Alpha is focused on contributing to the green economy by finding and developing copper resource assets in stable
jurisdictions. The Company is positioned to earn a 60% interest in the Indata copper-gold project located in north central
British Columbia and a 100% interest in the Okeover copper-molybdenum project located near the coastal community of
Powell River, British Columbia. For more information visit: https://alphacopper.com/.
About CAVU Energy Metals Corp.
CAVU Energy Metals Corp. is a mining company engaged in the acquisition, exploration and development of mineral projects
containing metals used in green technologies and the renewable energy sector. The Company is currently focused on the
exploration of its Hopper Copper-Gold Project in the Yukon and recently acquired Star Copper-Gold Porphyry Project in BC.
For more information visit www.cavuenergymetals.com.
On Behalf of the Board of Directors of Alpha,
Darryl Jones
CEO, President & Director
Alpha Copper Corp.
On Behalf of the Board of Directors of CAVU,
Dr. Jaap Verbaas, P. Geo.
CEO and Director
CAVU Energy Metals Corp.
Contact Alpha and CAVU
Invictus Investor Relations
+1 (604) 343-8661
Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements: Certain statements contained in this press release constitute
forward-looking information under applicable Canadian, United States and other applicable securities laws, rules and
regulations, including, without limitation, statements with respect to: the completion of the Transaction, the conditions to the
completion of the Transaction that must be fulfilled, including approval of the Transaction by the securityholders of CAVU, the
timing receipt and anticipated effects of court, regulatory and other consents and approvals, and the anticipated benefits and
advantages of the Transaction, including establishing Alpha as a premier copper exploration company with an expanded
portfolio of prospective base and precious metals assets in BC and the Yukon . These statements relate to future events or
future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar
expressions and statements relating to matters that are not historical facts are intended to identify forward looking information
and are based on Alpha and CAVU’s current beliefs or assumptions as to the outcome and timing of such future events.
There can be no assurance that such statements will prove to be accurate, as Alpha and CAVU’s actual results and future
events could differ materially from those anticipated in these forward-looking statements. Factors that could cause actual
results and future events to differ materially from those anticipated in these forward-looking statements include, among others,
risks related to failure to receive approval by CAVU securityholders, the required court, regulatory and other consents and
approvals to effect the Transaction, the possibility that the Agreement could be terminated in certain circumstances, and the
other risks factors set forth in the “Risk Factors” section in Alpha’s latest management discussion and analysis dated August
29, 2022. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections
set out in forward-looking information. Those assumptions and factors are based on information currently available to Alpha
and CAVU. The forward-looking information contained in this news release is made as of the date hereof and Alpha and CAVU
undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future
events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions
contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained herein.
Information About Each Company
Information in this news release about Alpha has been provided by, and is the responsibility of Alpha. For further information
about Alpha, please refer to Alpha’s filings with Canadian securities regulatory authorities under its issuer profile on SEDAR.
Information in this news release about CAVU has been provided by, and is the responsibility of, CAVU. For further information
about CAVU, please refer to CAVU’s filings with Canadian securities regulatory authorities under its issuer profile on SEDAR.