Buchans Files Articles of Arrangement for Group Reorganization and Spin-out of Subsidiaries – Plan of Arrangement Effective December 31, 2019 – Application for Listing on TSXV

Buchans Files Articles of Arrangement for Group Reorganization and Spin-out of Subsidiaries – Plan of Arrangement Effective December 31, 2019 – Application for Listing on TSXV


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Toronto, December 31, 2019 – Buchans Resources Limited (the “Company” or “Buchans”), a Canadian base metal mineral exploration and development company, today filed Articles of Arrangement to implement the Plan of Arrangement for a group reorganization and spin-out of subsidiaries, which was approved by shareholders by a 99.87% majority at a Meeting held on December 10, 2019, and by the Ontario Superior Court of Justice on December 19, 2019.

The Effective Date of the Plan of Arrangement is December 31, 2019.

As soon as practicable, Computershare Investor Services will distribute to each Buchans registered shareholder who holds shares in his/her/its name:

  • A Direct Registration Advise (DRS) registered in the name of such shareholder representing shares of Canadian Manganese Company Inc. (CUSIP # 136343100) (ISIN # CA1363431000) (“Canadian Manganese”) on the basis of one share of Canadian Manganese for each share of Buchans held; and
  • An Exchangeable Warrant Certificate, (CUSIP # 11802F111) (ISIN # CA11802F1119) registered in the name of such shareholder which entitles the holder to exchange each warrant for either one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, on the basis of one Exchangeable Warrant for each share of Buchans held.

Shareholders of record are advised to expect delivery of the DRS Advise and the Exchangeable Warrant Certificate early in 2020, and to contact Computershare Investor Service should they not receive delivery.

Non-registered (beneficial) shareholders who hold their shares of Buchans registered through a nominee, (broker, bank, or other custodian) are advised to contact their nominee to ensure the securities are credited to their accounts.

The mineral exploration business and projects previously owned and operated by Buchans are now held by three separate public companies, namely:

  1. Buchans Resources which retains its base metals deposits and projects in central Newfoundland near the town of Buchans, and  in  Labrador,  in the Province  of  Newfoundland  and  Labrador, Canada, operated by Buchans’ wholly-owned subsidiary, Buchans Minerals Corporation, and its investment in base metal and silver projects in Mexico through an approximately 22% shareholding in Xtierra Inc;
  2.   Canadian Manganese which holds the Woodstock Manganese Project, located west of the town of Woodstock, in the Province of New Brunswick, Canada; and
  3.   Minco Exploration which holds the zinc-lead exploration projects in the Republic of Ireland operated by Minco’s wholly owned subsidiary, Minco Ireland Limited, either alone or in joint ventures with Boliden Tara Mines.

Application for Listing on TSXV

Buchans has today filed an application for the listing of its common shares on the TSX Venture Exchange (TSXV).

Each of Canadian Manganese and Minco Exploration plans to take steps to apply for separate stock exchange listings, subject to market and trading conditions, obtaining any necessary approvals and completing an initial private placement financing: Canadian Manganese on the Canadian Securities Exchange (CSE); and Minco Exploration on the Irish Stock Exchange.

The Exchangeable Warrant will not be listed for trading on any stock exchange, but may be transferred through the services of Computershare Investor Services.

ABOUT BUCHANS


Buchans Resources currently holds interests in zinc, lead, silver properties located in Newfoundland; gold properties in Newfoundland and in Labrador; nickel, copper, cobalt properties in Labrador and indirectly through its 22% shareholding in Xtierra Inc. (TSXV: “XAG”), in base metal and silver projects in Mexico.

On December 31, 2019 Buchans implemented a Plan of Arrangement whereby the shares of two wholly owned subsidiaries were distributed to Buchans shareholders (see News Releases – November 4, December 10, December 20, and December 31, 2019 for further details).

Under the Plan of Arrangement, the mineral exploration business and projects previously owned and operated by Buchans are held by three separate public companies, namely:

  1. Buchans Resources retains the base and precious metals projects in the Province of Newfoundland and Labrador and its investment in base metal and silver projects in Mexico through an approximately 22% shareholding in Xtierra Inc;
  2. Canadian Manganese holds the Woodstock Manganese Project in the Province of New Brunswick; and
  3. Minco Exploration holds the mineral exploration projects in Ireland.

The Arrangement became effective on December 31, 2019.

Enquiries:       info@buchanslimited.com

John F. Kearney: Chairman & Chief Executive                                           +1 416 362 6686

Danesh Varma: Chief Financial Officer                                              + 44 (0)77409 32766

Peter McParland:  Director – Ireland                                                      +353 (0) 46 907 3709

Additional information about the Company is available on the Company’s website at www.BuchansResources.com.

FORWARDLOOKING STATEMENTS

This news release contains certain forward-looking statements relating to, but not limited to, the Company’s expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, delays in the development of projects changes in exchange rates, fluctuations in commodity prices, inflation and other factors. Forward- looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Shareholders and prospective investors should be aware that these statements are subject to known and unknown risks uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

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