AMB Shareholders Vote 99.77% in Support of PlanAmericas Bullion Shareholders Vote 99.77% in Support of Reorganization Plan
Hayden, Idaho, March 31, 2014: Americas Bullion Royalty Corp. (TSX: AMB) (the “Company” or “AMB”) is pleased to announce that its Special Meeting held on March 28th in Vancouver, British Columbia, the shareholders approved the reorganization plan of arrangement (the “Arrangement”). 99.77% of eligible votes received were in support of the Arrangement and represented 37.23% of the issued and outstanding common shares. Following necessary approvals, it is anticipated the Arrangement will close in early April 2014.
The Plan of Arrangement
Upon completion of the Arrangement (see AMB news releases dated February 19, 2014 and March 25, 2014) Till Capital Ltd. (formerly Resource Holdings Ltd.) ("Till") will acquire all of the issued and outstanding common shares of AMB. AMB shareholders will receive 0.01 of a restricted voting share of the Till shares in exchange for each AMB share held.
Post Reorganization Profile of the Company’s Assets
Upon completion of the Arrangement, the general nature of the assets of Till will be:
- Over $35 million in cash and securities following closing of the second tranche of the Red Kite settlement (see news release of AMB dated November 26, 2013);
- approximately 55 separate royalty interests, including deeded and option royalties;
- ownership of all of the issued and outstanding shares of Resource Re Ltd., which holds a Class 3A insurance license in Bermuda;
- ownership of up to 75,000,000 shares of Silver Predator Corp. (“SPD”), representing approximately 64% of the issued and outstanding shares of SPD, assuming no additional shares are issued by SPD;
- ownership of up to 15,000,000 shares of Northern Tiger Resources (“NTR”), representing approximately 54% of the issued and outstanding shares of NTR, assuming no additional shares are issued by NTR;
- ownership of 6,000,000 shares of Wolfpack Gold Corp. (“WFP”), representing approximately 12% of the issued and outstanding shares of WFP, assuming no additional shares are issued by WFP;
- ownership of Cuesta del Cobre, S.A.; interest in the Adelaide, Tuscarora and Carlin Vanadium Projects in Nevada, USA and 50% interest in the Angels Camp Property in Oregon, USA; and
- approximately 160 oz of gold bullion.
- Closing
Completion of the Arrangement remains subject to certain customary conditions, including conditional listing approval of the Till Shares on the TSX Venture Exchange ("TSX-V") and approval of the Supreme Court of British Columbia (the "Court"). AMB will apply for a final order of the Court approving the Arrangement on March 31, 2014.
The Till shares that AMB Shareholders will receive under the Arrangement are restricted voting shares, whereby no single shareholder of Till is able to exercise voting rights for more than 9.9% of the voting rights of the total issued and outstanding Till shares (the "9.9% Restriction"). However, if any one shareholder of Till beneficially owns, or exercises control or direction over, more than 50% of the issued and outstanding Till shares, the 9.9% Restriction will cease to apply to the Till shares.
Full details of the Arrangement are described in the management information circular of AMB dated February 21, 2014, and the arrangement agreement between AMB and Till dated February 18, 2014, as amended on March 25, 2014, all of which are available under AMB's company profile on SEDAR at www.sedar.com.