Badger Capital Corp.'s Strategic Shift in Qualifying Transaction: A New Era for Investor Confidence and Capital Deployment

The TSX Venture Exchange's (TSXV) 2021 reforms to its Capital Pool Company (CPC) program have reshaped the landscape for early-stage companies seeking public capital. By removing the 24-month deadline for completing a Qualifying Transaction (QT), increasing fundraising limits, and simplifying escrow requirements, the exchange has created a more flexible and investor-friendly environment, according to a Newsfile release. Badger Capital Corp.'s recent strategic shift-its proposed amalgamation with Tiger Gold Corp.-exemplifies how these reforms are enabling companies to pursue larger, more strategic transactions while mitigating risks that historically plagued CPCs.

A Strategic Pivot: Badger's Amalgamation with Tiger Gold Corp.

Badger Capital Corp. (TSXV: YVR), a CPC that had previously raised capital through a non-brokered private placement, as reported by Yahoo Finance, has entered into a definitive amalgamation agreement with Tiger Gold Corp. (TGC), a private gold exploration company in Colombia. The transaction, announced in August 2025, involves a three-cornered amalgamation where Badger will acquire all issued and outstanding securities of Tiger Gold Corp. and rebrand as "Tiger Gold Corp.," per Torkin insights-program-rules-now-in-effect). To fund the transaction, Tiger has launched a $15 million financing round led by SCP Resource Finance LP, with an over-allotment option for an additional $3 million (reported in the Newsfile release).

This move aligns with the TSXV's post-2021 policy changes, which allow CPCs to raise up to $10 million in aggregate capital (from seed shares, IPOs, and concurrent financings) according to the Torkin insights. The increased flexibility has enabled Tiger to secure substantial funding for its Quinchía Gold Project, a critical asset in Colombia's Mid-Cacau belt. The proceeds will be allocated to exploration, a Preliminary Economic Assessment (PEA), and staged payments under the project's option agreement, as outlined in the Torkin insights.

Investor Confidence and the Role of Policy Reforms

The removal of the 24-month QT deadline has been a game-changer for CPCs. Prior to 2021, companies faced delisting risks if they failed to complete transactions within the timeframe, often leading to rushed or suboptimal deals, according to a Cassels note. Badger's transaction, finalized over 14 months after its initial letter of intent in June 2025 (as noted in the Cassels note), demonstrates how the extended timeline allows for due diligence and stakeholder alignment.

Moreover, the simplified escrow regime-replacing the previous two-tier system with a uniform 18-month release schedule-has reduced uncertainty for investors. For Badger's transaction, subscription receipts will convert to common shares and warrants only after meeting escrow release conditions tied to regulatory approvals and transaction completion (as described in the Newsfile release). This transparency enhances trust, as investors can track progress without being locked into illiquid securities for extended periods.

Capital Deployment and Market Implications

The CPC program's success hinges on its ability to attract capital for high-potential ventures. Badger's $15 million financing, led by SCP Resource Finance LP, underscores the program's appeal to institutional investors. SCP's involvement-a firm with a track record in resource sector financings-signals confidence in Tiger's exploration strategy and the broader gold market, as reported in the Newsfile release.

Historically, CPCs have raised over $83 billion in equity since the program's inception, with 85% completing QTs, per the Torkin insights. Post-2021 reforms have further boosted this trend by lowering public shareholder requirements (from 200 to 150 shareholders) and reducing public float thresholds, according to the Torkin insights. These changes make it easier for CPCs to meet listing criteria, as seen in Badger's case, where the 2:1 share consolidation and rebranding streamline the path to a viable public entity (noted in the Newsfile release).

Risks and Considerations

While the reforms have mitigated many risks, challenges remain. The gold sector's volatility, geopolitical risks in Colombia, and the need for further exploration at Quinchía could impact Tiger's post-transaction performance. Additionally, the success of the $15 million financing hinges on SCP's ability to meet subscription targets, which are subject to market conditions (as reported in the Newsfile release).

Conclusion

Badger Capital Corp.'s strategic shift reflects the TSXV's evolving role as a catalyst for innovation in capital deployment. By leveraging post-2021 policy reforms, the company has navigated regulatory complexities to secure funding for a high-potential gold project. For investors, this transaction highlights the CPC program's capacity to balance flexibility with accountability, fostering confidence in a sector where exploration risks are high but rewards can be transformative. As the TSXV continues to refine its framework, similar transactions may become more frequent, further solidifying Canada's position as a hub for resource sector innovation.