Alexandria Minerals Corporation ("
Alexandria" or
the “
Company”) (TSXV: AZX; OTCQB: ALXDF:
Frankfurt: A9D) announced today that it is providing further
information in respect to its press release dated June 27, 2019
wherein the Company announced that it had entered into an amendment
(the "
Amendment") to the definitive arrangement
agreement with Chantrell Ventures Corp. (NEX:CV.H)
("
Chantrell") (the "
Alexandria Arrangement
Agreement") first announced on May 14, 2019. As stated in
the June 27, 2019 press release, 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”).
Details of Amendment
Pursuant to 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. The $0.07 deemed purchase price was based on the
previously described $3.88 subscription receipt financing completed
by Chantrell.
As previously announced on June 27, 2019, as a
result of the Amendment, the Alexandria Shareholders’ meeting
(“Alexandria Meeting”) slated for Friday, June 28,
2019 was postponed. To that end, the Company indicated that it
would seek the advice and direction of the Ontario 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.
Time and Date of Alexandria
Meeting
The Company now reports that, on June 27, 2019,
it obtained a further order (the “Order”) of the
Court. The Order provides that the Shareholders Meeting will be
rescheduled to Friday, July 26, 2019 at 10:00 a.m. The
location of the Alexandria Meeting will be the same as before –
namely the offices of Aird & Berlis LLP, Suite 1800, Brookfield
Place, Toronto, Ontario. In connection with same, the Order
provides that notice of postponement of the Alexandria Meeting and
notice of the Amendment be communicated to the holders of the
Alexandria Shares by way of one or more press releases being posted
on SEDAR and the Company’s website, and by mailing a copy of one or
more press releases to those holders of Alexandria Shares, along
with such additional documents as Alexandria may determine are
necessary, and that such notice shall constitute sufficient notice
of the postponement of the Meeting and the Amendment. The press
releases to be posted and provided are this press release and the
Alexandria press release of June 27, 2019.
The Record Date in connection with the
Alexandria Meeting will not change and the new proxy cut-off time
will be 10:00 a.m. (Toronto time) on Wednesday, July 24, 2019.
Votes Required
At the Alexandria Meeting, Alexandria
Shareholders will be asked to consider and, if deemed advisable,
pass a special resolution approving, among other things, the
Alexandria Arrangement Resolution (as set forth in the related
proxy materials). To be effective, the Alexandria Arrangement
Resolution must be approved at the Alexandria Meeting by at least
two-thirds (66⅔ percent) of the votes cast on the Alexandria
Arrangement Resolution by the Alexandria Shareholders, voting as a
single class, present in person or by proxy at the Alexandria
Meeting.
Voting and Revocation of
Proxies
Alexandria would like to thank those
shareholders who have already voted and advise that no further
action is required if there is no change to your vote. If a
registered Alexandria Shareholder has not already submitted a proxy
or wishes to change a vote, such shareholder should complete and
sign the duplicate proxy and return it to TSX Trust Company, Proxy
Department, Suite 301, 100 Adelaide Street West, Toronto, Ontario,
M5H 4H1 (by mail, facsimile or internet according to the
instructions on the proxy), not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the time for holding the
Alexandria Meeting, otherwise the shareholder will not be entitled
to vote at the Alexandria Meeting by proxy. If you are a beneficial
Alexandria Shareholder (i.e. you hold your shares through a bank
broker or other intermediary), and have not already voted or wish
to change your vote, you may revote/vote in accordance with the
instructions outlined on the voting information form (VIF)
initially mailed to you.
Only registered Alexandria Shareholders have the
right to revoke a proxy. If you are a beneficial Alexandria
Shareholder and wish to revoke your vote, you must arrange for your
Intermediary to revoke on your behalf not less than not less than
48 hours (excluding Saturdays, Sundays and holidays) before the
time for holding the Alexandria Meeting.
Recommendation of the Alexandria
Board
As described in the June 27, 2019 press release,
the board of directors of Alexandria unanimously recommends that
the Alexandria Shareholders vote FOR the
resolution to approve the Alexandria Arrangement at the Alexandria
Meeting (now rescheduled to July 26, 2019).
If you have any questions or need assistance in voting
your shares, please refer to the Company’s management information
circular dated as of May 27, 2019 filed on SEDAR and/or contact
Alexandria’s proxy agent, Shorecrest Group, at:
North American Toll-Free
1-888-637-5789Collect:
1-647-931-7454Email:
contact@shorecrestgroup.com
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/AlexandriaMineralsFlickr:
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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