Magnum Goldcorp Inc. Announces Proposed Reverse Takeover Transaction
West Vancouver, British Columbia--(Newsfile Corp. - June 23, 2025) - Magnum Goldcorp Inc. (TSXV: MGI) (the "Company" or "Magnum") is pleased to announce that it has entered into a Letter of Intent ("LOI") dated June 19, 2025 with Atlantico Energy Metals Inc. ("Atlantico") to acquire all of the outstanding shares of Atlantico (the "Transaction"). The Transaction is subject to TSX Venture Exchange (the "TSXV") approval pursuant to TSXV Policy 5.2 - Changes of Business and Reverse Takeovers and will be considered a Reverse Takeover under TSXV policies.
The Transaction
Pursuant to the terms of the LOI, the Company will acquire all of the outstanding shares in the capital of Atlantico (the "Atlantico Shares") which are issued and outstanding immediately prior to the closing of the Transaction (the "Closing") in consideration for units of the Company (each a "Consideration Unit") at a deemed price equal to the greater of $0.10 per Consideration Unit and the minimum price permitted by the TSXV. Each Consideration Unit will consist of one common share in the capital of the Company and one transferrable warrant (each a "Warrant"). Each Warrant will entitle the holder to acquire an additional Share (a "Warrant Share") at a price of $0.20 for a period of 24 months from the date of Closing (the "Closing Date").
Prior to Closing, Atlantico intends to complete a private placement to raise gross proceeds of up to $1,380,000 (the "Offering") by issuing up to 13,780,000 Atlantico Shares (the "Atlantico Financing Shares") at a price of $0.10 per Atlantico Financing Share. The proceeds of the Offering will be used for the Transaction expenses, exploration expenses, for investor relations and marketing expenses and for general and administrative expenses before and after the Transaction. The Atlantico Financing may be closed in one or more tranches and the Atlantico Financing Shares will be exchanged for Consideration Units in the Transaction. Finder's fees may be paid in connection with the Atlantico Financing and in connection with the Transaction.
Completion of the Transaction remains subject to a number of conditions including without limitation entry into a definitive transaction agreement, completion of the parties' respective due diligence, receipt of all necessary approvals from the shareholders of the parties and all applicable stock exchanges and regulatory authorities, and such other conditions as are customary in transactions of this nature.