Centenera Mining Corp will resume trading on June 22, 2015 CENTENARA MINING CORPORATION ("CT")
[formerly Artha Resources Corporation ("AHC")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Non-Brokered, Name Change, Resume Trading
BULLETIN DATE: June 19, 2015
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing Artha Resources Corporation's ("Artha") (now renamed Centenera Mining Corporation) Reverse Takeover (the "RTO") and related transactions, all as principally described in its information circular dated April 24, 2015 (the "Information Circular"). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Acquisition of 100% of the issued and outstanding shares of Cardero Argentina S.A. ("Cardero Argentina"):
On March 27, 2015, Artha entered into a Share Purchase Agreement with Cardero Resource Corp. and Cardero Argentina whereby it agreed to purchase all of the issued and outstanding Cardero Argentina Shares in consideration of the issuance of 23,743,781 common shares of Artha to Cardero Resource Corp.
Cardero Argentina was incorporated in Argentina on September 6, 2002 and has carried on an active exploration business since its formation. Cardero Argentina is a wholly-owned subsidiary of Cardero Resource Corp., a British Columbiacompany, which is a reporting issuer and whose common shares are listed for trading on the Toronto Stock Exchange.
Cardero Argentina's assets include the Organullo Property (the Qualifying Property) which it owns 100% with no underlying royalty interests or back-in rights and the Mina Angela Property, a past producing property located in Chubut Province,Argentina.
The Exchange has been advised that Artha's acquisition of Cardero Argentina and the related transactions have received shareholder approval and have been completed as of June 18, 2015. For additional information refer to the Information Circular available under Artha's profile on SEDAR.
2. Private Placement – Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 28, 2015:
| Number of Shares: | 9,500,000 shares |
| | |
| Purchase Price: | $0.10 per share |
| | |
| Warrants: | 9,500,000 share purchase warrants to purchase 9,500,000 shares |
| | |
| Warrant Exercise Price: | $0.15 for a two year period |
| | |
| Number of Placees: | 6 Placees |
Insider / Pro Group Participation:
| | Insider=Y / | |
| Name | ProGroup=P | # of Shares |
| KT Business Ventures, LP | | |
| (Robert C. Kopple) | Y | 8,355,000 |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), Artha must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Artha must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
3. Name Change:
Pursuant to a directors' resolution passed June 1, 2015, Artha has changed its name to Centenara Mining Corporation. There is no consolidation of capital.
Effective at the opening on Monday, June 22, 2015, the common shares of Centenera Mining Corporation will commence trading on the Exchange, and the common shares of Artha Resources Corporation will be delisted. The company is classified as a 'Mineral Exploration/Development' company.
| Capitalization: | Unlimited | | shares with no par value of which |
| | 43,598,096 | | shares are issued and outstanding |
| Escrow: | 23,743,781 | | shares are subject to 36 month staged escrow release |
| Transfer Agent: | Computershare Trust Company of Canada |
| Trading Symbol: | CT | (NEW) |
| CUSIP Number: | 15137M105 | (NEW) |
4. Resume Trading
Effective at the opening Monday, June 22, 2015, trading in the shares of Centenera Mining Corporation will resume.