I answered my own question below simply reading the press release:
Transaction Overview
The Merger is subject to both Australian and Canadian regulatory approvals. In Canada, the plan of arrangement is a statutory process under Division 5 of Part 9 of the Business Corporations Act (British Columbia). The implementation of the Merger will be subject to the approval of the TSXV, the approval of the Supreme Court of British Columbia and shareholder approval as described further below. Pursuant to the terms of the Arrangement Agreement, the Merger is also subject to the satisfaction of certain closing conditions customary for transactions of this nature.
In Australia, the implementation of the Merger will be subject to the approval of the ASX and Metallica shareholders.
Melior convened a special committee (the "Melior Special Committee") of independent directors to review and assess the proposed transaction. The Melior Special Committee subsequently engaged KPMG LLP ("KPMG") as an independent financial advisor to provide a fairness opinion on the Merger. KPMG provided an opinion to the Melior Special Committee to the effect that, as of the date of the opinion and based upon and subject to the assumptions, limitations, restrictions and qualifications therein, the consideration to be received by Melior shareholders is fair, from a financial point of view, to the Melior shareholders. The full text of the fairness opinion will be contained in Melior's information circular to be provided to Melior shareholders in connection with the Melior Meeting (as defined below).
Based on, among other things, the unanimous recommendation of the Melior Special Committee, and after consultation with its legal and financial advisors, the Board of Directors of the Company has: (i) determined that the Arrangement is fair to Melior shareholders and is in the best interests of Melior; and (ii) recommended that Melior shareholders vote in favour of the Arrangement.
Completion of the Arrangement is subject to, among other things, customary conditions, including approval of a special resolution with respect to the Arrangement by (i) at least 66?"% of the votes cast by shareholders of the Company present in person or represented by proxy at the Melior Meeting, and (ii) if required, a simple majority of the votes cast by shareholders present in person or represented by proxy at the Melior Meeting (excluding shareholders whose votes are required to be excluded pursuant to Multilateral Instrument 61-101), and the receipt of approval of the Supreme Court of British Columbia with respect to the plan of arrangement. Melior intends to call a special meeting of its shareholders to be held in November 2018 (the "Melior Meeting") to seek approval for the Arrangement.
Certain shareholders of Melior, who in aggregate hold approximately 79% of the issued shares of the Company (calculated on a non-diluted basis), have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the Merger. Similarly, certain shareholders of Metallica, who in aggregate hold approximately 9% of the issued shares of Metallica (calculated on a non-diluted basis), have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the resolutions to be put to the meeting of Metallica shareholders.
In specific circumstances, if the Arrangement Agreement is terminated by either party, a break fee of up to A$300,000 will be payable by the applicable party set out in the Arrangement Agreement.
The proposed Arrangement and related transactions will be more fully described in a management information circular (the "Melior Circular") and related proxy materials of Melior that will be distributed to Melior shareholders and filed on SEDAR in advance of the Melior Meeting in accordance with applicable corporate and securities laws. Mailing of the Melior Circular is expected to occur in late October 2018.
In accordance with the Arrangement Agreement, the closing of the transaction must occur by no later than December 31, 2018. A full copy of the Arrangement Agreement will be filed in accordance with applicable securities laws and will be found on the Melior profile on SEDAR at www.sedar.com.
A copy of the press release of Metallica announcing the Merger issued concurrently herewith, as well as copies of Metallica's other publicly filed documents, can be accessed at https://www.asx.com.au/asx/share-price-research/company/MLM or Metallica's website at https://www.metallicaminerals.com.au/asx-releases/.