Waymar Announces an Update Regarding Its Proposed Business Combination
July 09 2014 - 1:42PM
Marketwired Canada
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Waymar Resources Ltd. ("Waymar" or the "Company"), (TSX VENTURE:WYM) is pleased
to announce that the closing of its previously announced business combination
with Orosur Mining Inc. ("Orosur") is expected to occur on Thursday, July 10,
2014.
As previously announced, the business combination has been structured as a
three-cornered amalgamation pursuant to a plan of arrangement under the Business
Corporations Act (British Columbia) pursuant to which Waymar will amalgamate
with a wholly owned subsidiary of Orosur and holders of the outstanding common
shares of Waymar ("Waymar Shares") will receive common shares of Orosur in
exchange for their Waymar Shares on the basis of 0.375 of an Orosur common share
(an "Orosur Share") for each Waymar Share (the "Exchange Ratio"). Upon
completion of the business combination, outstanding Waymar warrants will be
exchanged for warrants of Orosur and any stock options of Waymar outstanding on
the effective date will be exercisable into Orosur Shares, all subject to
adjustments to the number and exercise price in accordance with the Exchange
Ratio.
In conjunction with the closing of the business combination, the Waymar Shares
will be delisted from the TSX Venture Exchange at the close of business on
Thursday, July 10, 2014.
For more information regarding the business combination and the treatment of
Waymar securityholders, please see Waymar's information circular (the
"Circular") dated May 29, 2014 and Waymar's press release dated May 12, 2014,
which are both available under Waymar's profile on SEDAR. Waymar security
holders should refer to the Circular for a summary of the procedures regarding
the exchange of Waymar securities for the consideration to which they are
entitled pursuant to the business combination.
About Waymar Resources
Waymar is a Canadian mineral exploration company with a 100% interest in the
Anza Project, located in the west of the Antioquia Department in the Republic of
Colombia. The Anza Project is part of the Middle Cauca Belt, widely acknowledged
as one of the best endowed Colombian gold trends, hosting deposits like
Buritica, Titiribf, Marmato and La Colosa.
Cautionary Statements
This announcement contains certain forward-looking information and statements
including the completion of the business acquisition and the transactions
contemplated thereby. Waymar cautions readers not to place undue reliance on
forward-looking information which by its nature is based on current expectations
regarding future events that involve a number of assumptions, inherent risks and
uncertainties, which could cause actual results to differ materially from those
anticipated by Waymar.
Waymar disclaims any obligation or undertaking to update, review or revise such
forward-looking information contained in this announcement to reflect any change
in its expectations or any change in events, conditions or circumstances on
which such information is based unless required to do so by applicable law.
Forward-looking information is not based on historical facts but rather on
current expectations and assumptions regarding, among other things, that Waymar
will complete the business combination in accordance with the terms of the
arrangement agreement among Waymar, Orosur and 1001545 B.C. Ltd. dated May 10,
2014 (the "Arrangement Agreement"), including obtaining the required approvals
and consents and meeting all conditions. Forward-looking information involves
significant known and unknown risks and uncertainties. A number of factors could
cause actual results to differ materially from those anticipated Waymar
including, but not limited to, whether all the conditions under the Arrangement
Agreement will be met.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy nor shall there be any sale of any of the securities referenced
herein in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities referenced in this news release have not been
registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws and may not be offered or sold in
the United States (as defined in Regulation S under the U.S. Securities Act)
absent registration under the U.S. Securities Act and all applicable state
securities laws or pursuant to an exemption from such registration requirements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Waymar Resources Ltd.
Pablo Marcet
Chief Executive Officer
1 (778) 373 0100
info@waymarresources.com
www.waymarresources.com
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