Adanac Molybdenum Mails Meeting Materials to Approve Arrangement
SURREY, Nov 6, 2015 - Adanac Molybdenum Corp. ("Adanac" or the "Company") (TSX VENTURE:AUA) is pleased to announce that it has mailed its management information circular (the "Circular") and related proxy materials to its shareholders ("Shareholders") in connection with the annual and special meeting of Shareholders to be held at 9:00 a.m. (Vancouver time) on December 8, 2015 (the "Meeting"). At the Meeting, Shareholders will be asked to approve the Company's previously announced plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "Arrangement") pursuant to which Adanac will effect a distribution of its cash holdings existing at the effective time (the "Effective Time") of the Arrangement (the "Distribution") to all Shareholders on a pro-rata basis as a return of capital and WBOX 2015-4 Ltd. ("WBOX") will subsequently acquire all of the issued and outstanding Adanac common shares (the "Adanac Shares") other than 3,618,728 Adanac Shares (the "Affiliate Shares") already owned by affiliates of WBOX for an aggregate purchase price of $350,000 (the "Purchase Price") payable in cash.The Distribution is currently estimated to be approximately $0.1649 per Adanac Share (the actual amount of the Distribution will be determined at the Effective Time), resulting on a combined basis with the Purchase Price, in a total cash consideration (the "Cash Consideration") of approximately $0.1809 per Adanac Share that is not an Affiliate Share, based on 25,462,490 Adanac Shares issued and outstanding as of the date of the Arrangement Agreement between Adanac and WBOX dated October 13, 2015 (the "Arrangement Agreement").
The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for Adanac's board's favourable recommendation of the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration under the Arrangement for Adanac Shares, procedures for voting at the Meeting and other related matters. Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to Shareholders. A copy of the Circular and related proxy materials is available under Adanac's profile on SEDAR at www.sedar.com.
How to Vote
A proxy form or voting instruction form will accompany the meeting materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder of the Company, are provided in the Circular. Most Adanac shareholders are beneficial shareholders.
Registered shareholders may vote in person at the Meeting, by mail or by using one of the following methods:
- Internet: vote online at www.investorvote.com using the control number located on your proxy.
- Telephone: 1-866-732-VOTE (8683), toll free in Canada and United States.
- Facsimile: 1-866-249-7775, toll free in Canada and United States.
Beneficial shareholders who hold Adanac Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive.
Shareholders Questions
Shareholders who would like additional copies, without charge, of the Circular or have additional questions about the Arrangement, including the procedures for voting Adanac Shares or completing transmittal documents, should contact their broker or the Company by email at info@adanacmoly.com.
Amended Plan of Arrangement
Effective October 28, 2015, Adanac and WBOX amended and restated the Plan of Arrangement (the "Amendment") to provide for certain mechanics relating to the return of a letter of transmittal by Shareholders in order to receive the Cash Consideration they are entitled to under the Arrangement. A copy of the Plan of Arrangement, as amended and restated, is attached as Schedule C to the Circular and the Amendment has been filed on SEDAR at www.sedar.com.
Cautionary Notice: Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or are not statements of historical fact and should be viewed as "forward-looking statements". There are "forward-looking statements" included in this news release that relate to the timing of the mailing of the information circular regarding the Arrangement, the meeting date and closing of the Arrangement. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
There can be no assurance that such forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
In particular, there is no assurance that the conditions set out in the Arrangement Agreement will be satisfied or that the Cash Consideration will be $0.1809 per Adanac Share. Accordingly, because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
THE TSX VENTURE EXCHANGE INC. HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE.
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 NEWS RELEASE.
Contact
Adanac Molybdenum Corp.
Leonard J. Sojka, President & Chief Executive Officer
778.578.6834
info@adanacmoly.com