Artha shareholders approve RTO by Cardero Resource
Artha shareholders approve RTO by Cardero Resource
2015-05-26 11:31 ET - News Release
Mr. Henk van Alphen reports
ARTHA SHAREHOLDERS APPROVE REVERSE TAKEOVER OF THE COMPANY BY CARDERO RESOURCE CORP. WITH 97.04% APPROVAL; ARTHA ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING; CLOSES BRIDGE FINANCING
Artha Resources Corp. has released the results of its annual general and special meeting, which was held in Vancouver on May 25, 2015, at 11 a.m., for the purpose of approving the acquisition of Cardero Argentina SA, resulting in a reverse takeover of the company by Cardero Resource Corp., as well as the annual business of receiving audited financial statements, appointing auditors and electing directors.
A total of 2,035,524 common shares (27.82 per cent) were represented at the meeting, and the company's shareholders voted in favour of all resolutions, approving the acquisition by 97.04 per cent. Detailed voting results for the meeting are available on SEDAR and are summarized in an attached table.
The meeting considered a resolution authorizing and approving the acquisition, and the consideration to be paid to Cardero for the Cardero Argentina shares and for services provided by Cardero in respect of the transaction. At the meeting, a motion was made, and passed, to increase by 1.79 million shares to a total of 23,743,781, the number of common shares being issued to Cardero to offset the effects of a debt settlement with Teck Resources Ltd., whereby the company issued 1.5 million common shares and 750,000 warrants to Teck to terminate and settle accrued liabilities under an option agreement for the Aguilar property, Argentina.
The company also announces that it has closed the previously announced bridge financing for gross proceeds of $50,000. A commission of $900 was paid to an arm's-length broker/individual on a portion of the finance raised. The proceeds of the bridge will be used to pay TSX Venture Exchange fees and other transaction costs.
Following final approval of the acquisition from the TSX-V, the company will acquire all of the issued and outstanding Cardero Argentina shares held by Cardero in consideration for the consideration shares; the previously announced $950,000 concurrent financing will close; the company's management will change; and the company will change its name from Artha Resources Corp. to Centenera Mining Corp. The acquisition constitutes a reverse takeover under the policies of the TSX-V and will result in Cardero owning approximately 54.6 per cent of the company's issued and outstanding common shares.
The closing date of the acquisition is expected to occur on or before June 15, 2015. On Closing, the trading halt will be lifted, and the company will trade as Centenera Mining, with the symbol CTA.
DETAILED VOTING RESULTS Resolution Votes for Percentage 1. Audited financial statements Received at meeting 2. Appointment of auditors 2,035,224 99.9 3. Number of directors set at five 2,035,524 100 4. Elect directors Henk van Alphen 1,975,224 97.04 Keith Henderson 1,975,224 97.04 Anne Labelle 1,975,224 97.04 Stephen Pearce 1,975,224 97.04 Charles Straw 1,969,724 96.77 5. Stock option plan 1,969,724 96.77 6. Acquisition resolution 1,975,224 97.04