Empress Resources and Alto Ventures have signed a non-binding letter agreement (LoI) for a proposed business combination.

Under the terms of the transaction, Alto will acquire all the issued and outstanding common shares of Empress on the basis of one common share of Alto for each common share of Empress.

The business combination of both firms is expected to create an exploration-focused firm (New Alto), which will hold the mineral properties currently owned by Alto.

According to Empress Resources, Alto will undergo a 5:1 share consolidation that would be effective upon the completion of the transaction.

Alto Ventures CEO Rick Mazur said: “The proposed business combination with Empress will revitalise Alto by giving it the funds it requires to advance its key exploration properties and, by placing our royalty assets in New Empress, Alto shareholders will participate in the growth of a well-managed company dedicated to building a profitable royalty and streaming business.”

Empress will spin off a new company named New Empress, with each Empress shareholder receiving one share of the new firm for each share held.

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Empress said that each New Alto and New Empress shareholder will undertake financing rounds to fund their respective operations and, in the case of New Empress, potential future royalty acquisitions.

The generated funds will be used for the exploration of New Alto’s mineral exploration properties.

Empress Resources president and CEO Alexandra Woodyer Sherron said: “The acquisition of royalties from Alto will provide New Empress with ten precious metal royalties on properties in Ontario, Quebec and Manitoba.”