Anaconda, Orex Exploration holders approve arrangement
2017-05-08 16:03 ET - News Release
See News Release (C-ANX) Anaconda Mining Inc
Mr. Dustin Angelo of Anaconda Mining reports
ANACONDA MINING AND OREX EXPLORATION ANNOUNCE RESULTS OF SPECIAL MEETINGS
All applicable resolutions in connection with the proposed plan of arrangement involving Anaconda Mining Inc. and Orex Exploration Inc. were overwhelmingly approved today at the special meeting of shareholders of Anaconda and the special meeting of securityholders of Orex.
At the Orex Meeting:
the special resolution authorizing and approving the continuance of Orex from the Province of Quebec into the Province of Ontario in accordance with the Business Corporations Act (Quebec) and the Business Corporations Act (Ontario) ("OBCA") was approved by 99.64% of the votes cast by shareholders of Orex; and the special resolution approving a plan of arrangement (the "Arrangement") under section 182 of the OBCA involving Orex and Anaconda, pursuant to which Anaconda will, among other things, acquire all of the issued and outstanding common shares of Orex was approved by 99.69% of the votes cast by securityholders of Orex.
At the Anaconda Meeting:
the ordinary resolution approving the issuance by Anaconda of such number of common shares of Anaconda as may be required to be issued pursuant to the plan of arrangement involving Orex under section 182 of the OBCA in accordance with the terms of an arrangement agreement dated March 2, 2017 between Anaconda and Orex was approved by 96.74% of the votes cast by shareholders of Anaconda; and the special resolution approving the amendment to the articles of Anaconda to provide that (A) the authorized capital of Anaconda be altered by consolidating all of the common shares of Anaconda on the basis of 0.25 of a new common share for every one existing common share of Anaconda (the "Consolidation"); and (B) any fractional common shares arising from the consolidation will be deemed to have been tendered by its registered owner to Anaconda for cancellation for no consideration was approved by 95.87% of the votes cast by shareholders of Anaconda.
Further information about the Arrangement and the Consolidation is set out in the Anaconda and Orex joint management information circular dated April 3, 2017 (the "Circular") which is available on SEDAR under both Anaconda and Orex's SEDAR profile at www.sedar.com.
The Arrangement is expected to be completed on or about May 19, 2017 and remains subject to receipt of all requisite regulatory approvals. Registered Orex shareholders should complete, sign and return their letter of transmittal with accompanying share certificates to TSX Trust Company, the depositary for the Arrangement, as soon as possible in order to receive their common shares of Anaconda upon completion of the Arrangement. Further information with respect to this procedure is set out in the Circular.
Following the Arrangement, the board of directors will assess market conditions and will proceed to effect the Consolidation within the next twelve months if the board of directors determines that the Consolidation is in the best interest of Anaconda.
Dustin Angelo, President and CEO of Anaconda, stated, "We are very pleased with the overwhelming support for the Arrangement. The assets of both companies complement one another and provide the platform from which to grow in Atlantic Canada. We look forward to developing the Goldboro Project and realizing the tremendous value for our shareholders in combining Orex and Anaconda."
"On behalf of the board of directors I would like to thank our shareholders for their ongoing support as Orex undertakes this important transaction. We continue to believe the Goldboro Project presents an extraordinary opportunity and we look forward to working with our new colleagues at Anaconda to realize that potential." said Jonathan Fitzgerald, Chairman and CEO of Orex.
Anaconda and Orex have already started working together on advancing the Goldboro Project. The permitting process is underway, beginning with an initial meeting with regulatory officials organized by the Nova Scotia Mineral Development Division, the completion of certain environmental studies related to moose and owl surveys and the preparation for next steps in the process. Anaconda management has also begun community and First Nations engagement. In addition, Anaconda is continuing work on the Goldboro mineral resource model to optimize it based on its conceptual development plan. Multiple operating plans are currently being evaluated and the optimal scenario will be determined in the coming months. Anaconda will provide additional updates on its progress as it meets its development milestones following completion of the Arrangement.