TORONTO, Sept. 14, 2015 /CNW/ - Temex Resources Corp.
("Temex" or the "Company") (TSX-V: TME, FWB: TQ1) is
pleased to report the results of the Annual and Special Meeting of
Shareholders held today in Toronto,
Ontario (the "Meeting"), at which all resolutions
were approved by shareholders. The proposed plan of arrangement
(the "Arrangement") with Lake Shore Gold Corp. ("Lake
Shore Gold") received overwhelming shareholder support with
approximately 88% of shares voted FOR the Arrangement (after
excluding the votes required to be excluded in accordance with the
requirements of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions).
Meeting Results
Approximately 44% of the issued and outstanding shares were
voted at the Meeting with the following results:
- Auditors: parker simone LLP were re-appointed as
auditors of the Company and the directors were authorized to fix
the remuneration of the auditors;
- Directors: Peter Akerley,
Ian Campbell, Bruce Durham, René Marion, and Edward Reeser were re-elected to the Board of
Directors of the Company;
- Stock Option Plan: the Company's Stock Option Plan was
approved;
- New By-Law: the By-Law No. 6, which repeals By-law
Nos. 1, 2, 3 and 5, was ratified and confirmed;
- Shareholder Rights Plan: the continuation of
Temex's amended and restated Shareholder Rights Plan was confirmed,
ratified and approved; and
- Arrangement Resolution: the special resolution regarding
the proposed plan of arrangement with Lake Shore Gold was
authorized, approved and adopted.
It is anticipated that the Arrangement will be completed as soon
as practicable following receipt of the final order of the Ontario
Superior Court of Justice, which is expected to be obtained on or
about September 16, 2015, and
following the satisfaction or waiver of all other conditions
precedent to the Arrangement. Under the Arrangement, among other
things, (a) holders of Temex shares will receive, in respect of
each Temex share that they hold, 0.105 of a common share of Lake
Shore Gold and (b) Lake Shore Gold will acquire all of the issued
and outstanding Temex shares.
Cautionary Note Regarding Forward-Looking
Information
This press release contains forward-looking
information which is not comprised of historical facts.
Forward-looking information involves risks, uncertainties and other
factors that could cause actual events, results, performance and
opportunities to differ materially from those expressed or implied
by such forward-looking information. Forward-looking information
contained or referred to in this press release includes, but may
not be limited to, the completion and expected timing of the
Arrangement and the anticipated benefits of the Arrangement to
Temex shareholders.
Factors that could cause actual results to differ materially
from those described in such forward-looking information include,
but are not limited to, risks related to the Company's or Lake
Shore Gold's inability to satisfy a condition precedent to the
completion of the Arrangement (including obtaining the necessary
regulatory approvals), other risks related to the completion of the
Arrangement and risks related to the inability of each of the
Company and Lake Shore Gold to perform its respective obligations
under the arrangement agreement in respect of the Arrangement (the
"Lake Shore Gold Arrangement Agreement") as well as certain other
risks set out in the Company's public documents, including its
management's discussion and analysis dated May 31, 2015, filed under the Company's profile
on SEDAR at www.sedar.com.
The forward-looking information in this press release
reflects the current expectations, assumptions and/or beliefs of
the Company based on information currently available to the
Company. In connection with the forward-looking information
contained in this press release, the Company has made assumptions
about: the Company's business, Lake Shore Gold's business, the
economy and the Company's and Lake Shore Gold's industry in
general, Lake Shore Gold's ability to complete the Arrangement and
to perform its obligations under the Lake Shore Gold Arrangement
Agreement, and Lake Shore Gold's capital, resources and willingness
to rapidly advance their exploration stage portfolio. The Company
has also assumed that no significant events occur outside of the
Company's or Lake Shore Gold's normal course of business. Although
the Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information
due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
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.
SOURCE Temex Resources Corp.