Choice Gold, Full Metal and Enexco Spinco Provide Update on Arrangement and Announce Effective Date
Vancouver, BC / ACCESSWIRE / October 16, 2014 / Choice Gold Corp. ("Choice", CSE:CHF), Full Metal Minerals Ltd. ("Full Metal", TSX-V:FMM) and 0999279 B.C. Ltd. ("IEC Spinco", a former subsidiary of International Enexco Ltd.) are pleased to anounce the satisfaction of all conditions necessary for the completion of the proposed plan of arrangement (the "Arrangement") to form Copperbank Resources Corp. ("Copperbank") (see press releases dated March 19, 2014, June 3, 2014 and August 19, 2014) as contemplated by the arrangement agreement between Choice, Full Metal and IEC Spinco entered into on June 2, 2014, as amended September 5, 2014 (the "Arrangement Agreement").
The respective shareholders of Choice, Full, Metal and IEC Spinco (the "Parties") approved the Arrangement. 100% of Choice shares, 99.99% of Full Metal shares and 100% of IEC Spinco shares voted at the respective shareholder meetings supported the Arrangement. Additionally, the Parties received the final approval from the B.C. Supreme Court at a hearing held on October 10, 2014 and received all remaining third party consents necessary for the completion of the Arrangement.
As a result, on October 15, 2014, an aggregate of 79,499,750 subscription receipts at a price of $0.02 per subscription receipt (each a "Subscription Receipt") issued by Choice (see press release dated August 19, 2014) were converted into units of Choice (each a "Unit") and the proceeds of the Subscription Receipts will be released to Choice. Each Unit consists of one common share of Choice and one share purchase warrant (a "Warrant") exercisable to acquire one additional common share of Choice at a price of $0.10 per share for a period of five years. Pursuant to the Arrangement, each common share of Choice will be exchanged for 0.20 of a common share (each whole share, a "Copperbank Share") of Copperbank (post-consolidation) and 0.20 of a share purchase warrant (post-consolidation) of Copperbank (each whole warrant, an "Arrangement Warrant"), exercisable at a price of $0.50 (post-consolidation) per share for a period of five years following the effective date of the Arrangement (the "Effective Date").
The Parties have set the Effective Date as Tuesday, October 21, 2014. On that basis, Monday, October 20, 2014, will be the last day on which an investor may acquire common shares of Full Metal that will carry an entitlement to receive Copperbank Shares and Arrangement Warrants in accordance with the terms of the Arrangement. Any shares of Full Metal acquired after October 20, 2014 will have no entitlement to receive Copperbank Shares or Arrangement Warrants. The common shares of Full Metal will be halted at market open on Tuesday October 21, 2014, with trading re-commencing on an ex-dividend basis on Thursday October 23, 2014.
It is expected that Copperbank Shares and Arrangement Warrants will commence trading on the CSE within the 10-14 days. The symbol for the the Copperbank Shares will be "CBK" and is anticipated that the symbol for the Arrangement Warrants will be "CBK.WT". Copperbank will provide a further update once the commencement of trading date is formally set.
Computershare Investor Services Inc. (the "Depositary") is acting as the depositary in connection with the Arrangement. At the time of mailing of the joint information circular (the "Circular") dated September 12, 2014 to shareholders of Choice, Full Metal and IEC Spinco (collectively the "Shareholders"), each of Choice, Full Metal and IEC Spinco sent a letter of transmittal (each a "Letter of Transmittal" and collectively, the "Letters of Transmittal") for use by their respective registered Shareholders. Non-registered Shareholders should contact their broker or other intermediary for instructions and assistance in receiving the Copperbank Shares and Arrangement Warrants, as applicable.
The Letters of Transmittal contain complete instructions with respect to the deposit of certificates representing shares of Choice, Full Metal and IEC Spinco, as applicable, with the Depositary at its offices in Toronto, Ontario and Vancouver, British Columbia in order to receive certificates representing Copperbank Shares and, as applicable, post-Arrangement class A common shares of Full Metal ("FMM Class A Shares") and Arrangement Warrants to which they are entitled under the Arrangement. Registered Shareholders should read and follow these instructions. Copies of the Full Metal Letter of Transmittal, IEC Spinco Letter of Transmittal and Choice Letter of Transmittal are available on SEDAR at www.sedar.com under the respective profiles of Full Metal and Choice.
Following the Effective Date, the Letters of Transmittal, when properly completed and delivered together with certificates representing the applicable shares of Choice, Full Metal or IEC Spinco, as applicable and such other documents as the Depositary may require, will enable former registered Shareholders to obtain the certificates for Copperbank Shares and, as applicable, FMM Class A Shares and Arrangement Warrants to which they are entitled pursuant to the Arrangement. Certificates will be mailed to registered Shareholders as soon as is practicable following receipt by the Depositary of a completed Letter of Transmittal and other required documents at the address specified in such Letter of Transmittal. If requested, certificates may be picked up by the holder at the office of the Depositary.
Holders of the Warrants and certain warrants of IEC Spinco are not required to take any steps or complete any letter of transmittal in order to receive their Arrangement Warrants, which will be automatically distributed by the Depositary following the Effective Date.
For additional information, please review the section of the Circular entitled "The Arrangement - Procedure for Exchange of Securities" a copy of which is available on SEDAR at www.sedar.com under the profiles of each of IEC Spinco, Choice and Full Metal.
On behalf of Choice Gold Corp.
"Gianni Kovacevic"
President and CEO
On behalf of Full Metal Minerals Ltd.
"Rob McLeod"
President and Director
Further Information on the Arrangement, please contact Gianni Kovacevic.
Tel: (604) 889-0852
On behalf of 0999279 B.C. Ltd,
"G. Arnold Armstrong”
President and CEO
Certain information regarding Choice, IEC Spinco and Full Metal, including management's assessment of future plans and operations including the completion of the Arrangement, listing of the Copperbank Shares and Arrangement Warrants on the CSE and commencement or re-commencement of trading of securities of Copperbank and Full Metal, as applicable, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with fixed exchange ratios as well as the risks relating to the Arrangement and the risks involved in the business of Copperbank and, as applicable Full Metal, as set out in the Circular, volatility of prices, currency fluctuations and ability to access sufficient capital. Although Choice, Full Metal and IEC Spinco believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. For more information on each of Choice, Full Metal and IEC Spinco and the risks and challenges of their businesses, investors should review the Circular and their annual filings that are available at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of of this news release. We seek safe harbour.
SOURCE: Choice Gold Corp.