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Mangazeya Mining Ltd. Completes Compulsory Share Redemption
June 03, 2022 – Road Town, Tortola, British Virgin Islands. Mangazeya Mining Ltd.
(the “Company”) (NEX: MGZ.H) announces that, further to its announcement on May 16,
2022, it has redeemed all shares held by minority shareholders of the Company (the
“Minority Shareholders”) in accordance with the provisions of section 176 of the BVI
Business Companies Act, 2004 (as amended) (the “Act”) on May 25, 2022 (the
“Redemption Date”). Following the Redemption Date, Minority Shareholders are no longer
shareholders of the Company but have a claim for a debt owned by the Company equal to
the redemption price of CAD$0.045 per redeemed share (the “Redemption Price”) payable
according to the terms of the redemption.
Pursuant to the provisions of section 176 of the Act, upon receipt of the direction on May
16, 2022 from Group Mangazeya LLC and Sezaria Limited, acting jointly and in concert
(collectively, the “Majority Shareholders”), that they have acquired more than 90% of the
issued shares of the Company, the Company was required to act on the instructions of the
Majority Shareholders and to redeem the shares held by the Minority Shareholders,
irrespective of whether the shares are by their terms redeemable. The Redemption Price was
determined by the board of directors of the Company to constitute the fair market value of
the Company’s shares based on a valuation obtained from FBK.
Pursuant to section 179 of the Act, Minority Shareholders had the right to dissent from the
compulsory redemption of shares under section 176 of the Act. Dissenting shareholders may
contest the determination of the Redemption Price as representing the fair market value of
their shares but cannot prevent the compulsory redemption. As of the close of business on
May 25, 2022, the Company had received dissent notices from certain shareholders
purporting to hold 59,862,680 common shares (the “Dissenting Shareholders”). The
Company is reviewing these dissent notices for compliance with the Act.
According to the Act, the Minority Shareholders who did not exercise dissent right are
entitled to receive the Redemption Price regardless of the outcome of the negotiations
between the Company and the Dissenting Shareholders.
As a result of the redemption, the shares of the Minority Shareholders have been redeemed
and cancelled in accordance with the Act.
As a result of the redemption, the Company has applied to de-list its common shares from
the NEX Board of the TSX Venture Exchange (“NEX”). The Company does not meet the
ongoing listing requirements of the NEX.