RE:Vilhelmina Minerals now BlueLake Mineral. Does ESM own BlueLDoes anyone know why ESM bought Vilhelmina? No, shareholder don't know. The following was done behind the scenes without approval or disclosure to ESM shareholders.
Acquisition of 98% of Vilhelmina Mineral AB (publ) now completed
Press release Stockholm, September 8, 2020 Nickel Mountain Resources AB (publ) ("NMR" or "the Company") has today decided to allot 10,384,902 shares in the Company against consideration of 944,082 shares in Vilhelmina Mineral AB (publ) ("Vilhelmina Mineral"), corresponding to 98 .1% of all outstanding shares in Vilhelmina Mineral. The Board of Directors of the Company has today within the framework of the non-cash issue decision made on 5 June 2020 with the support of authorization given by the Extraordinary General Meeting on 3 April 2020 decided to allot 10,384,902 shares in the Company to former owners of Vilhelmina Mineral, who now become owners of the Company instead. The number of shares in the Company increases from 815,503,537 to 825,888,439 and the share capital increases from SEK 81,550,353.70 to SEK 82,588,843.90. The dilution for former shareholders in the Company amounts to 1.3%. As a result, all shareholders in shares in Vilhelmina Mineral who have previously agreed to transfer their shares in Vilhelmina Mineral against payment in newly issued shares have been allotted shares in NMR. As a result, the company today owns 98.1% of the shares in Vilhelmina Mineral and the Board is very much looking forward to working as an integrated group with all the opportunities that this may entail. In the long term, NMR also intends to contact other shareholders in Vilhelmina Mineral to offer them to sell their shares in Vilhelmina Mineral to NMR. No timetable or details for such an offer have been established. Nickel Mountain Resources AB (publ) The board Publication of information This information is inside information that Nickel Mountain Resources AB (publ) is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted, through the care of the contact person below, for publication on September 8, 2020 at 8:40 CET. More information For further information, please contact: Peter Hjorth, CEO, Nickel Mountain Resources AB (publ), tel. + 46-725 38 25 25 Email: info@nickelmountain.se Euro Sun Increases Ownership of Vilhelmina Minerals Inc. and Clarifies Disclosure
TORONTO, Sept. 25, 2019 (GLOBE NEWSWIRE) --
Euro Sun Mining Inc., (TSX: ESM) (“
Euro Sun” or the “
Company”) is pleased to announce that it has entered into a binding letter of intent dated September 25, 2019 with Vilhelmina Minerals Inc. (“
Vilhelmina”) and the shareholders of Vilhelmina (collectively, the “
Vilhelmina Shareholders”) (the “
Binding LOI”), pursuant to which the Company has agreed to acquire all of the issued and outstanding shares of Vilhelmina that it currently does not own (the “
Vilhelmina Acquisition”). Vilhelmina is an Ontario-incorporated company that holds a 46.9% ownership interest in Vilhelmina Mineral AB (“
Vilhelmina Sub”), a private Swedish company which owns an interest in the past producing mines in Sweden and Norway.
The Company currently owns 1,274,000 common shares of Vilhelmina, representing approximately 37.8% of the total issued and outstanding shares of Vilhelmina. Pursuant to the terms of the Binding LOI, the Company will issue 3.698569 common shares of the Company (the “
ESM Shares”) in exchange for each Vilhelmina common share held by a Vilhelmina Shareholder (collectively, the “
Target Shares”) for a total purchase price of 9,088,235 ESM Shares. The ESM Shares issued to the Vilhelmina Shareholders will be subject to a regulatory hold period of four months and one day from the closing of the Vilhelmina Acquisition.
Pursuant to the terms of the Binding LOI, the closing of the Vilhelmina Acquisition is subject to the execution of a definitive agreement on or before October 2, 2019 and the completion of all conditions thereto and closing to occur on or before October 9, 2019, or such other date as may be agreed upon by the Company and Vilhelmina.
Vilhelmina Minerals is currently re-permitting the past producing Stekenjokk copper mine in Sweden and the Joma Gruver copper mine just 60 km across the border from Stekenjokk in Norway.
Clarification Independence of the Audit Committee The Company wishes to clarify that from the period of May 9, 2016 until August 6, 2019, Mr. Matt Simpson served on the Company’s audit committee but was not an independent member of the board of directors of the Company (the “
Board”) by virtue of his position as Chief Executive Officer of Forbes & Manhattan, Inc. (“
Forbes”). As a result, the Company reconstituted the audit committee of the Company on August 6, 2019 to be composed of Mr. David Danziger, Mr. Michael Barton and Mr. Tom Olesinski, each of whom are independent board members. Mr. Stan Bharti is also not an independent member of the Board as he is the Executive Chairman of Forbes.
Appointment Rights The Company wishes to clarify a few matters referenced in its press release dated May 9, 2016 announcing the subscription of Forbes in a private placement of the Company. Firstly, the Company wishes to clarify that there currently exists no appointment rights in respect of directors of the Company. Secondly, although the press release said that Forbes would be entitled to appoint a majority of the Board, as negotiations in respect of the private placement progressed, Sulliden Mining Capital Inc. and Black Iron Inc. shared in the subscription amount originally attributed to Forbes and the appointment rights were amended such that each of them was entitled to appoint one director to fill vacancies on the Board, with each of these appointed directors being subject to election by all common shareholders at the Company’s next annual meeting, which occurred on August 4, 2016. Pursuant to the appointment right, Forbes appointed Mr. Stan Bharti, Sulliden Mining Capital Inc. appointed Mr. Peter Tagliamonte, and Black Iron Inc. appointed Mr. Matthew Simpson.
The points of clarification in this press release are as a result of a staff review by the Ontario Securities Commission