Western Potash to reorganize with Western Resources 2017-02-01 17:49 ET - News Release
Mr. Geoffrey Chang reports
WESTERN POTASH CORP. ANNOUNCES CORPORATE RESTRUCTURING
Western Potash Corp. has entered into an arrangement agreement under the Business Corporations Act (British Columbia) to complete a corporate reorganization by way of a plan of arrangement with Western Resources Corp., a British Columbia corporation created by Western Potash for purposes of the arrangement.
Under the arrangement, Western Resources will acquire all of the issued and outstanding common shares of the company on the basis of 0.2 of a Western Resources common share for each one Western Potash common share, subject to the terms and conditions of the arrangement agreement. The completion of the arrangement will result in Western Resources becoming the Toronto Stock Exchange-listed successor company to Western Potash. Upon the completion of the arrangement, the proportionate ownership interests of the Western Resources shareholders in Western Resources will be identical to their respective proportionate ownership interests in Western Potash before giving effect to the arrangement. The arrangement is anticipated to close in March, 2017, subject to Western Potash's shareholder approval, court approval, and applicable TSX and other regulatory approvals, together with all other closing conditions, as more particularly described in the arrangement agreement.
Currently, the only mineral properties of Western Potash are the 100-per-cent-owned Milestone potash project in Saskatchewan. To diversify its assets, Western Potash wishes to be able to pursue investment opportunities in other resource properties that may contain metals or minerals other than potash, and in jurisdictions that may be outside of Saskatchewan. As its resource properties become more advanced, Western Potash also wishes to be able to consider alternative value-enhancing opportunities for those resource properties, such as joint ventures, spinoffs or business combinations. The Western Potash board of directors believes that, by making Western Potash a wholly owned subsidiary of Western Resources and Western Resources acquiring additional resource properties in other separate wholly owned subsidiaries of Western Resources, it will facilitate the ability to consider and implement those alternative value-enhancing opportunities.
The Western Potash board has approved the arrangement agreement and recommends that the company's shareholders vote for the arrangement at the annual general and special meeting of the company's shareholders to be held on March 9, 2017.
We seek Safe Harbor.