VANCOUVER BC, April 21, 2022 /CNW/ - Josemaria Resources
Inc. (TSX: JOSE) (OMX: JOSE) (OTCQB: JOSMF) ("Josemaria"
or the "Company") is pleased to announce that its Securityholders
(as defined below) have approved the acquisition of all of the
outstanding shares of the Company (the "Josemaria Shares") by
Lundin Mining Corporation ("Lundin Mining") (TSX:LUN) (OMX: LUMI)
by way of a statutory plan of arrangement (the "Transaction" or the
"Arrangement") at the special meeting of Securityholders held today
(the "Meeting"). View PDF Version.
The special resolution approving the Arrangement was approved
by: (i) 99.89% of the votes cast by the shareholders of the Company
(the "Shareholders") present virtually or represented by proxy at
the Meeting, and (ii) 99.90% of the votes cast by Shareholders and
holders of options of the Company (collectively, the
"Securityholders"), voting together as a single class, present
virtually or represented by proxy at the Meeting.
Upon closing of the Arrangement, each Shareholder (other than
Lundin Mining and any of its subsidiaries) will receive as
consideration for such Shareholder's Josemaria Shares, at such
Shareholder's election: (i) $1.60 in
cash for each Josemaria Share held
(the "Cash Consideration"), or (ii) 0.1487 of a Lundin Mining
common share (each whole share, a "Lundin Mining Share") for each
Josemaria Share held (the "Share
Consideration"), plus for each whole Lundin Mining Share issued to
such Shareholder, $0.11 in cash will
also be paid to such Shareholder (the "Share Consideration Cash
Payment"), or (iii) any combination thereof. The Cash
Consideration and Share Consideration (together, the
"Consideration") is subject, in each case, to pro-ration based on a
maximum cash consideration of approximately $183 million and a maximum of approximately 39.7
million Lundin Mining Shares to be issued pursuant to the plan of
arrangement set out in the arrangement agreement between the
Company and Lundin Mining dated December 19,
2021 (the "Plan of Arrangement"), and subject to adjustment
in accordance with the Plan of Arrangement. The Shareholders who do
not make an election or a valid election will be deemed to have
elected the Share Consideration (together with the applicable Share
Consideration Cash Payment) in respect of each Josemaria Share held, subject to pro-ration.
Optionholders who have not validly exercised their Josemaria stock
options prior to the closing date of the Transaction will be
entitled to receive appropriately adjusted fully-vested options to
acquire Lundin Mining Shares from Lundin Mining in accordance with
the Plan of Arrangement.
The Arrangement is subject to the approval of the Supreme Court
of British Columbia (the "Court").
The Court hearing for the final order to approve the Arrangement is
scheduled to take place on April 26,
2022, and the completion of the Arrangement is expected to
occur on April 28, 2022. Following
completion of the Transaction, the Josemaria Shares will be
delisted from the Toronto Stock Exchange (the "TSX") and Nasdaq
Stockholm. An application will also be made for the Company to
cease to be a reporting issuer in the applicable jurisdictions
following completion of the Arrangement.
ABOUT JOSEMARIA
Josemaria Resources Inc. is a natural
resources company focused on developing its advanced stage, 100%
owned Josemaria Copper-Gold Project in the San Juan Province of
Argentina. The Company is a
reporting issuer in all Provinces and its corporate head office is
in Vancouver, BC. The Company's
shares are listed on the TSX and on Nasdaq Stockholm under the
symbol "JOSE", and trade on the OTCQB under the symbol "JOSMF".
ADDITIONAL INFORMATION
The information was submitted
for publication, through the agency of the contact person set out
below, on April 21, 2022 at
21:30 EDT.
On behalf of the Board of Directors of Josemaria Resources,
Adam Lundin,
President and CEO
FOLLOW
US:
Facebook: https://www.facebook.com/josemariaresources
Twitter: https://twitter.com/josemariainc
Instagram: https://www.instagram.com/josemaria_resources/
LinkedIn: https://www.linkedin.com/company/josemariaresources/
YouTube:
https://www.youtube.com/channel/UCrP62J_vh6AunA1gAt-37ag
TSX: JOSE | OTCQB: JOSMF | Nasdaq Stockholm: JOSE | WKN: A2PN5S |
ISIN: CA48086P1009
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This press release includes certain
"forward-looking information" and "forward-looking statements"
(collectively "forward-looking information") within the meaning of
applicable securities legislation. All statements, other than
statements of historical fact, included herein, including, without
limitation, the consummation and timing of the Transaction; the
satisfaction of the conditions precedent to the Transaction,
including final Court approval to be obtained in connection
therewith and the expected timing of closing of the Transaction;
the strengths, characteristics and potential of Lundin Mining
post-Transaction; timing, receipt and anticipated effects of
regulatory approvals; the impact of the Transaction on employees
and local stakeholders; and discussion of future plans, projects,
objectives, estimates and forecasts and the timing related
thereto. Forward-looking information is frequently, but not
always, identified by words such as "expects", "anticipates",
"believes", "intends", "estimates", "potential", "possible", and
similar expressions, or statements that events, conditions, or
results "will", "may", "could", or "should" occur or be achieved.
These forward-looking statements may also include statements
regarding the Company's ability to meet all conditions precedent
set forth in the Arrangement Agreement, the Company's ability to
secure the final Court approval in connection with the Transaction,
and the required regulatory approvals; or other statements
that are not statements of fact.
Forward-looking information involves various risks and
uncertainties. There can be no assurance that such information will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such information.
Important factors that could cause actual results to differ
materially from the Company's expectations include failure to
receive the required court and regulatory approvals to effect the
Transaction; changes in laws, regulations and government practices;
the potential of a third party making a superior proposal to the
Transaction; risks pertaining to the outbreak of the global
pandemics, including COVID-19; government regulation of mining
operations; environmental risks; and other risks and uncertainties
disclosed in the Company's periodic filings with Canadian
securities regulators and in other Company reports and documents
filed with applicable securities regulatory authorities from time
to time, including the Company's Annual Information Form available
under the Company's profile at www.sedar.com. The Company's
forward-looking information reflects the beliefs, opinions, and
projections on the date the statements are made. The Company
assumes no obligation to update the forward-looking information or
beliefs, opinions, projections, or other factors, should they
change, except as required by law.
SOURCE Josemaria Resources Inc.
