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Mr. Barry Girling of Foundation Resources reports
FOUNDATION RESOURCES AND SHELTERED OAK EXECUTE AMALGAMATION AGREEMENT
Foundation Resources Inc. and Sheltered Oak Resources Corp. have signed a definitive agreement in connection with the business combination announced in their joint news release dated Nov. 14, 2012. Foundation has agreed to issue to Oak shareholders one common share in Foundation for every six common shares of Oak held.
The transaction
The transaction will be effected by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia), whereby Oak will amalgamate with a wholly owned British Columbia subsidiary of Foundation and all of the securityholders of Oak will exchange their Oak securities for securities of Foundation.
The securities exchange will be conducted such that each Oak shareholder will receive one Foundation share for every six common shares of Oak held. Holders of options of Oak will receive replacement options in Foundation, such that each former Oak option will be exchanged for a Foundation replacement option, exercisable for that number of Foundation shares that is equal to the number of Oak shares that would otherwise have been issuable thereunder divided by six, with the exercise price of such Foundation replacement option being adjusted to equal the exercise price of the applicable Oak option multiplied by six, and expiring 90 days from the effective date of the transaction.