Alexandria Announces an Amendment to Arrangement Agreement with Chantrell Ventures and Postponement of June 28 Alexandria Sha...
June 27 2019 - 9:09AM
Alexandria Minerals Corporation ("
Alexandria")
(TSXV: AZX; OTCQB: ALXDF: Frankfurt: A9D) announced today that it
has entered into an amendment (the "
Amendment") to
the definitive arrangement agreement with Chantrell Ventures Corp.
(NEX:CV.H) ("
Chantrell") (the "
Alexandria
Arrangement Agreement") previously announced on May 14,
2019. Pursuant to the Alexandria Arrangement Agreement, as amended,
the Resulting Issuer will acquire all of the issued and outstanding
common shares of Alexandria (“
Alexandria Shares”)
at a deemed purchase price of $0.07 pursuant to a statutory plan of
arrangement under Section 192 of the Canada Business Corporations
Act (the
“Alexandria Arrangement”).
The following represents a summary of the key
amendments set forth in the Amendment:
- each Alexandria shareholder (the “Alexandria
Shareholders”) will now receive 0.018041 common shares of
the entity formed from the reverse takeover of Chantrell by Osisko
Mining Inc. to be named “O3 Mining Inc.” (the “Resulting
Issuer”), representing a deemed purchase price of $0.07
per Alexandria Share – and replacing the original exchange ratio of
0.010309 common shares, or $0.04, per Alexandria Share offered by
Chantrell on May14, 2019; and
- an increase in the termination fee payable to Chantrell if the
Alexandria Arrangement Agreement is terminated in certain
circumstances, including if Alexandria enters into an agreement
with respect to a superior proposal or if the Board of Directors of
Alexandria (the "Alexandria Board") withdraws its
recommendation with respect to the Alexandria Arrangement, from
$875,000 to $2,200,000.
The deemed purchase price of $0.07 per
Alexandria Share represents a premium of:
- 40% to the implied value of the Alexandria Shares under the
offer made by Agnico Eagle Mines Limited announced on June 13,
2019;
- 27% to the current market price of the Alexandria
Shares;
- 100% to the unaffected Alexandria Share price on May 13, 2019,
the last trading day prior to the public announcement of the
Alexandria Arrangement Agreement; and
- 114% to the 20 day volume weighted average price of the
unaffected Alexandria Share price on May 13, 2019.
As a result of the Amendment, the Alexandria
Shareholders’ meeting (“Alexandria Meeting”)
slated for 10:00 a.m. (Toronto time) on Friday, June 28, 2019 has
been postponed. Furthermore, due to the changes represented by the
Amendment, Alexandria will be seeking advice and direction of the
Superior Court of Justice (Commercial List) (the
“Court”) in respect to the deferral of the
Alexandria Meeting to a future date and the level of additional
disclosure/information to be disseminated to the Alexandria
Shareholders in respect to the Amendment. To that end, Alexandria
will disseminate further information in respect to any modification
to the initial Interim Order of the Court issued on May 31, 2019
that may result from seeking the Court’s further advice and
direction.
The board of directors of Alexandria (the
“Alexandria Board”) unanimously recommends that
the Alexandria Shareholders vote in favour of the resolution to
approve the Alexandria Arrangement at the Alexandria Meeting (when
it is rescheduled). The recommendation of the Alexandria Board is
supported by a fairness opinion by INFOR Financial Inc. to the
effect that, as of the date of their opinion, and subject to the
assumptions, limitations and qualifications set out in such
opinion, the consideration to be received by Alexandria
Shareholders pursuant to the Alexandria Arrangement Agreement, as
amended, and related plan of arrangement is fair, from a financial
point of view, to the Alexandria Shareholders. Additional advice
was provided by Sprott Capital Partners, acting as Alexandria's
financial advisor.
All terms and conditions of the Alexandria
Arrangement Agreement not modified by the Amendment remain
unchanged. For further details with respect to the material terms
of the Alexandria Arrangement Agreement, please refer to the joint
press release of Alexandria and Chantrell dated May 14, 2019 and
the Alexandria Arrangement Agreement which, together with the
Amendment are available on the Company’s SEDAR profile on
www.sedar.com.
Further information about the Company is also
available on the Company’s website, www.azx.ca, or our social media
sites listed below:
Facebook: |
https://www.facebook.com/AlexandriaMinerals |
Twitter: |
https://twitter.com/azxmineralscorp |
YouTube: |
http://www.youtube.com/AlexandriaMinerals |
Flickr: |
http://www.flickr.com/alexandriaminerals/ |
LinkedIn: |
http://www.linkedin.com/company/alexandriaminerals |
About Alexandria Minerals
CorporationAlexandria Minerals Corporation is a
Toronto-based junior gold exploration and development company with
its strategic property located in the world-class mining district
of Val d’Or, Quebec. Alexandria’s focus is on its flagship
property, the large Cadillac Break Property package in Val d’Or,
which hosts important, near-surface, gold resources along the
prolific, gold-producing Cadillac Break, all of which have
significant growth potential.
WARNING: This News Release may contain
forward-looking statements including but not limited to comments
regarding the timing and content of up-coming work programs,
geological interpretations, receipt of property titles, potential
mineral recovery processes, etc. Forward-looking statements address
future events and conditions and therefore involve inherent risks
and uncertainties. Actual results may differ materially from those
currently anticipated in such statements. Alexandria Minerals
Corporation relies upon litigation protection for forward-looking
statements. 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 this release.
PLEASE
CONTACTwww.azx.ca |
Walter
HenryActing President & CEO(416)
414-5825info@azx.ca |
|
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