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Transaction Details
Pursuant to the terms and conditions of the Arrangement Agreement, the holders of the issued and outstanding QPM Shares will receive 0.0741 Fury Shares for each one (1) QPM Share held (the "Exchange Ratio"). QPM stock options and warrants that are outstanding at the time of completion of the Transaction will become exercisable for Fury Shares on substantially the same terms and conditions, with the number of Fury Shares issuable on exercise and the exercise price adjusted in accordance with the Exchange Ratio. The Transaction will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act.
The Exchange Ratio implies a price of C$0.04 per QPM Share and a premium of approximately 33% based on the closing prices of Fury and QPM on February 25, 2025 and a premium of approximately 28% based on the 20-day volume weighted average prices of Fury Shares and QPM Shares as of February 25, 2025. Upon completion of the Transaction, existing Fury and QPM shareholders would own approximately 95% and 5% of the combined company, respectfully, on an undiluted basis.
Upon completion of the Transaction, Fury will continue to be listed on the TSX and NYSE American under the same Fury name and ticker symbol. The Arrangement Agreement contains customary deal-protection provisions including a non-solicitation covenant on the part of QPM and a right for Fury to match any Superior Proposal (as defined in the Arrangement Agreement). Under certain circumstances, either Fury or QPM would be entitled to a termination fee of C$0.2 million.
Posted In: FURY
