Oban Mining and NioGold Mining Shareholders Overwhelmingly Approve Business Combination
04.03.2016 | Marketwired
Oban Shareholders Also Approve Subscription Receipt Offering
TORONTO, March 4, 2016 - Oban Mining Corp. (TSX:OBM) ("Oban") and NioGold Mining Corp. (TSX VENTURE:NOX) ("NioGold") are pleased to announce that all resolutions in connection with their proposed business combination to be completed by way of a plan of arrangement (the "Arrangement") were overwhelmingly approved today at the special meeting of shareholders of Oban (the "Oban Meeting") and at the annual and special meeting of shareholders of NioGold (the "NioGold Meeting"). In addition, at the Oban Meeting, shareholders of Oban overwhelmingly ratified and approved the private placement of 10,521,700 subscription receipts of Oban sold on a "best efforts" private placement basis on February 3, 2016 (the "Oban Offering").
John Burzynski, President and Chief Executive Officer of Oban, noted: "We are pleased with the strong endorsement of the transaction we received from our shareholders today. We look forward to using the combined assets and management group experience to provide increased value for our shareholders. We strongly believe that this business combination with NioGold will allow Oban to advance its goal of becoming Canada's next leading intermediate mining company."
John W.W. Hick, Chairman of the NioGold Special Committee stated "We welcome the result of the vote today and look forward to joining forces with Oban, a company that has proven its leadership and value. With our strong balance sheet and management experience we believe that this transaction will strengthen Oban's place in the market and result in an increased benefit to the shareholders of both companies.
Oban Shareholder Approvals
At the Oban meeting, the ordinary resolution authorizing the maximum number of common shares of Oban ("Oban Shares") issuable in connection with both the Arrangement and Oban Offering (the "Share Issuance Resolution") was approved by approximately 98.3% of all minority shareholders of Oban present in person or represented by proxy at the Oban Meeting. The shareholders of Oban who participated in the vote represented approximately 52.3% of all issued and outstanding Oban Shares entitled to vote on the Share Issuance Resolution.
In addition, at the Oban Meeting, the ordinary resolution authorizing the Oban Offering and Oban Shares issuable thereunder (the "Offering Resolution") was approved by approximately 98.8% of all shareholders of Oban present in person or represented by proxy at the Oban Meeting. The shareholders of Oban who participated in the vote represented approximately 61.0% of all issued and outstanding Oban Shares entitled to vote on the Offering Resolution
NioGold Shareholder Approvals
At the NioGold Meeting, the special resolution authorizing the Arrangement (the "Arrangement Resolution") was approved by (i) approximately 99.6% of the shareholders of NioGold present in person or represented by proxy at the NioGold Meeting, and (ii) approximately 99.4% of the minority shareholders of NioGold present in person or represented by proxy at the NioGold Meeting. The shareholders of NioGold who participated in the vote represented approximately 62.2% and 53.1%, respectively, of all issued and outstanding shares of NioGold entitled to vote on the Arrangement Resolution.
In addition, at the NioGold Meeting, shareholders of NioGold considered certain annual resolutions (being the election of directors, appointment of the independent auditor and re-approve the stock-option plan), which will cease to be relevant upon the completion of the Arrangement.
As such, until the earlier of the completion of the Arrangement or the next annual meeting of NioGold shareholders, (i) the following individuals have been elected to the board of directors of NioGold: Peter J. Hawley, John W. W. Hick, Jeff Hussey, Michael A. Iverson, Sean Roosen, and Robert Wares, (ii) PricewaterhouseCoopers LLP has been appointed as independent auditor of NioGold, and (iii) the stock option plan of NioGold has been re-approved.
Arrangement Update
Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the British Columbia Supreme Court. The hearing for the final order of the British Columbia Supreme Court to approve the Arrangement is scheduled to take place on March 9, 2016. Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Oban and NioGold currently anticipate the closing of the Arrangement to occur on March 11, 2016.
Under the terms of the Arrangement, holders of NioGold Shares will be entitled to receive 0.4167 Oban Shares in exchange for each NioGold Share held. Further details regarding the Arrangement are set out in the joint management information circular of Oban and NioGold dated February 3, 2016, which is available on Oban's website at www.obanmining.com, on NioGold's website at www.niogold.com, and on SEDAR under the issuer profiles of Oban and NioGold, respectively, at www.sedar.com.
Shareholder Questions
For shareholder inquiries regarding the Arrangement, please contact Laurel Hill Advisory Group:
TORONTO, March 4, 2016 - Oban Mining Corp. (TSX:OBM) ("Oban") and NioGold Mining Corp. (TSX VENTURE:NOX) ("NioGold") are pleased to announce that all resolutions in connection with their proposed business combination to be completed by way of a plan of arrangement (the "Arrangement") were overwhelmingly approved today at the special meeting of shareholders of Oban (the "Oban Meeting") and at the annual and special meeting of shareholders of NioGold (the "NioGold Meeting"). In addition, at the Oban Meeting, shareholders of Oban overwhelmingly ratified and approved the private placement of 10,521,700 subscription receipts of Oban sold on a "best efforts" private placement basis on February 3, 2016 (the "Oban Offering").
John Burzynski, President and Chief Executive Officer of Oban, noted: "We are pleased with the strong endorsement of the transaction we received from our shareholders today. We look forward to using the combined assets and management group experience to provide increased value for our shareholders. We strongly believe that this business combination with NioGold will allow Oban to advance its goal of becoming Canada's next leading intermediate mining company."
John W.W. Hick, Chairman of the NioGold Special Committee stated "We welcome the result of the vote today and look forward to joining forces with Oban, a company that has proven its leadership and value. With our strong balance sheet and management experience we believe that this transaction will strengthen Oban's place in the market and result in an increased benefit to the shareholders of both companies.
Oban Shareholder Approvals
At the Oban meeting, the ordinary resolution authorizing the maximum number of common shares of Oban ("Oban Shares") issuable in connection with both the Arrangement and Oban Offering (the "Share Issuance Resolution") was approved by approximately 98.3% of all minority shareholders of Oban present in person or represented by proxy at the Oban Meeting. The shareholders of Oban who participated in the vote represented approximately 52.3% of all issued and outstanding Oban Shares entitled to vote on the Share Issuance Resolution.
In addition, at the Oban Meeting, the ordinary resolution authorizing the Oban Offering and Oban Shares issuable thereunder (the "Offering Resolution") was approved by approximately 98.8% of all shareholders of Oban present in person or represented by proxy at the Oban Meeting. The shareholders of Oban who participated in the vote represented approximately 61.0% of all issued and outstanding Oban Shares entitled to vote on the Offering Resolution
NioGold Shareholder Approvals
At the NioGold Meeting, the special resolution authorizing the Arrangement (the "Arrangement Resolution") was approved by (i) approximately 99.6% of the shareholders of NioGold present in person or represented by proxy at the NioGold Meeting, and (ii) approximately 99.4% of the minority shareholders of NioGold present in person or represented by proxy at the NioGold Meeting. The shareholders of NioGold who participated in the vote represented approximately 62.2% and 53.1%, respectively, of all issued and outstanding shares of NioGold entitled to vote on the Arrangement Resolution.
In addition, at the NioGold Meeting, shareholders of NioGold considered certain annual resolutions (being the election of directors, appointment of the independent auditor and re-approve the stock-option plan), which will cease to be relevant upon the completion of the Arrangement.
As such, until the earlier of the completion of the Arrangement or the next annual meeting of NioGold shareholders, (i) the following individuals have been elected to the board of directors of NioGold: Peter J. Hawley, John W. W. Hick, Jeff Hussey, Michael A. Iverson, Sean Roosen, and Robert Wares, (ii) PricewaterhouseCoopers LLP has been appointed as independent auditor of NioGold, and (iii) the stock option plan of NioGold has been re-approved.
Arrangement Update
Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the British Columbia Supreme Court. The hearing for the final order of the British Columbia Supreme Court to approve the Arrangement is scheduled to take place on March 9, 2016. Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Oban and NioGold currently anticipate the closing of the Arrangement to occur on March 11, 2016.
Under the terms of the Arrangement, holders of NioGold Shares will be entitled to receive 0.4167 Oban Shares in exchange for each NioGold Share held. Further details regarding the Arrangement are set out in the joint management information circular of Oban and NioGold dated February 3, 2016, which is available on Oban's website at www.obanmining.com, on NioGold's website at www.niogold.com, and on SEDAR under the issuer profiles of Oban and NioGold, respectively, at www.sedar.com.
Shareholder Questions
For shareholder inquiries regarding the Arrangement, please contact Laurel Hill Advisory Group:
North America Toll Free: 1-877-452-7184 |
Collect Calls Outside North America: 416-304-0211 |
Email: assistance@laurelhill.com |