TORONTO, April 28,
2022 /CNW/ - Josemaria Resources Inc. (TSX:
JOSE) (OMX: JOSE) (OTCQB: JOSMF) ("Josemaria" or the "Company") is
pleased to announce that all conditions to the closing of its
previously announced plan of arrangement (the "Arrangement" or the
"Transaction") with Lundin Mining Corporation ("Lundin Mining")
(TSX:LUN) (OMX: LUMI) have been satisfied and the Arrangement will
take effect at 12:01am (Vancouver time) on April 28, 2022 (the "Effective time"). Under the
Arrangement, Lundin Mining will acquire all of the outstanding
common shares of Josemaria (the "Josemaria Shares") for total
consideration of approximately C$630
million on a fully diluted basis. As a result of the
Arrangement, Josemaria will become a wholly-owned subsidiary of
Lundin Mining. View PDF version.
The Transaction was previously approved by the securityholders
of the Company at the special meeting of securityholders held on
April 21, 2022 (the "Meeting") and
approved by a final order of the British Columbia Supreme Court
issued on April 26, 2022. Upon
closing of the Arrangement, each shareholder of Josemaria
("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) C$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, C$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") are subject, in each case, to
pro-ration based on a maximum cash consideration of approximately
C$181 million and a maximum of
approximately 40 million Lundin Mining Shares pursuant to the terms
of the plan of arrangement (the "Plan of Arrangement") and the
arrangement agreement between Josemaria and Lundin Mining dated
December 19, 2021. The Shareholders
who did not make an election or a valid election were 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 did not validly exercise their Josemaria stock
options prior to the closing date of the Transaction will receive
appropriately adjusted fully-vested options to acquire Lundin
Mining Shares from Lundin Mining in accordance with the Plan of
Arrangement.
Additional information regarding the Arrangement is set out in
the Company's management information circular in respect of the
Meeting dated March 16, 2022 (the
"Circular"), a copy of which is available on SEDAR under the
Company's profile at www.sedar.com and on the Company's website at
www.josemariaresources.com/investors/corporate-filings/.
The Josemaria Shares are expected to be delisted from Nasdaq
Stockholm as of April 29, 2022 and
are expected to be delisted from the Toronto Stock Exchange (the
"TSX") after the end of trading on May 2,
2022. An application will also be made for the Company to
cease to be a reporting issuer in the applicable jurisdictions.
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 28, 2022 at
00:30 EDT.
On behalf of the Board of Directors of Josemaria
Resources,
Adam Lundin,
President and CEO
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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 Effective Time, the timing for delisting of the
Josemaria Shares from the TSX; the strengths, characteristics and
potential of Lundin Mining post-Transaction; 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 timing for delisting of the Josemaria
Shares from the TSX and the Nasdaq Stockholm, 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 regulatory approvals to effect the
Transaction; changes in laws, regulations and government practices;
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.