Buchans Shareholders Approve Plan of Arrangement Group Reorganization and Spin-out of Subsidiaries
December 10th, 2019
Toronto, December 10, 2019 – Buchans Resources Limited (the “Company” or “Buchans”), a Canadian base metal mineral exploration and development company, reports that at its Annual and Special Meeting held in Toronto today, shareholders approved the Plan of Arrangement whereby the shares of two of its wholly-owned subsidiaries will be distributed to Buchans Shareholders and both will become stand-alone, public companies.
Completion of the Arrangement remains subject to approval by the Ontario Superior Court of Justice (the “Court”) at a hearing expected to be heard on December 19, 2019.
Under the Plan of Arrangement, shareholders will retain their existing shares of Buchans and Buchans will distribute to its shareholders, pro rata:
- all of the shares of Canadian Manganese Company Inc. (“Canadian Manganese”) on the basis of one share of Canadian Manganese for each share of Buchans held; and
- exchangeable warrants entitling shareholders to receive either one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, for each share of Buchans held
Any exchangeable warrants which remain unexercised on the first anniversary of the date that the Plan of Arrangement becomes effective will be automatically exchanged for shares of Minco Exploration.
Upon the Arrangement becoming effective, the mineral exploration business and projects now owned and operated by Buchans will be held by three separate public companies, namely:
- Buchans Resources which will retain 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;
- Canadian Manganese which will hold the Woodstock Manganese Project, located west of the town of Woodstock, in the Province of New Brunswick, Canada; and
- Minco Exploration which will hold 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.
Subject to approval by the Court, the Effective Date of the Arrangement will be the date of filing of Articles of Arrangement, which is expected to be prior to December 31, 2019.
VOTING RESULTS AT MEETING
At the Meeting, the special resolution to approve the Arrangement , as set out in the notice of meeting, was duly passed by shareholders who voted (either in person or by proxy) representing 99.98% of the shares voted and accordingly the Arrangement was approved by the required majority, being two-thirds of the shares present and voting either in person or by proxy.
ELECTION OF DIRECTORS
All of the nominees for re-election as director: Messrs. John Kearney, Patrick Downey, Terence McKillen, Peter McParland, Michael Power and Danesh Varma, were unanimously re-elected as directors by a show of hands, to serve until the next annual general meeting of shareholders.
RE-APPOINTMENT OF AUDITORS
McGovern Hurley LLP Chartered Professional Accountants were re-appointed as Auditors for the current year and the directors were authorized to fix the remuneration of the Auditors.
Buchans Resources currently holds interests in zinc, lead, silver properties located in Canada, Ireland and the United Kingdom; gold properties in Newfoundland and in Labrador; nickel, copper, cobalt properties in Labrador and a manganese project in New Brunswick; and, indirectly through its 22% shareholding in Xtierra Inc. (TSXV: “XAG”), in base metal and silver projects in Mexico.
On November 4, 2019, Buchans announced a proposed group restructuring under a “Plan of Arrangement” whereby the shares of two wholly owned subsidiaries will be distributed to Buchans Shareholders and both will become stand-alone, public companies. (see news release November 4, 2019 for further details). Under the Plan of Arrangement, the mineral exploration business and projects now owned and operated by Buchans will be held by three separate public companies, namely:
- Buchans Resources which will retain 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;
- Canadian Manganese which will hold the Woodstock Manganese Project in the Province of New Brunswick; and
- Minco Exploration which will hold the mineral exploration projects in Ireland.
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.
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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