VANCOUVER, BC, April 11,
2022 /CNW/ - Josemaria Resources Inc. (TSX:
JOSE) (OMX: JOSE) (OTCQB: JOSMF) ("Josemaria" or the
"Company") is pleased to announce that Institutional
Shareholder Services Inc. ("ISS") and Glass, Lewis & Co.
("Glass Lewis"), two leading independent proxy advisory firms, have
recommended that the securityholders of Josemaria (the
"Securityholders") vote "FOR" the special resolution (the
"Arrangement Resolution") to approve the proposed plan of
arrangement with Lundin Mining Corporation (TSX:LUN) (OMX: LUMI)
("Lundin Mining") announced December 20,
2021 (the "Transaction" or the "Arrangement"). Under
the terms of the arrangement agreement between the Company and
Lundin Mining dated December 19, 2021
(the "Arrangement Agreement"), Lundin Mining will acquire all of
the outstanding shares of the Company (the "Josemaria Shares") for
total consideration of approximately C$625
million on a fully diluted basis. View PDF
The terms of the Arrangement and the Arrangement Agreement are
further described in Josemaria's management information circular
dated March 16, 2022 (the "Circular")
and related meeting materials (together with the Circular, the
"Meeting Materials"), which were filed by the Company on SEDAR on
March 29, 2022, and are available on
the Company's profile at www.sedar.com. The Meeting Materials are
also available on the Company's website at
www.josemariaresources.com/investors/corporate-filings/.
Favourable Proxy Advisory Firm
Recommendations
In its conclusion, ISS stated:
"Vote FOR this resolution. The cash and share
consideration options provide both certain and immediate value as
well as the option for continued ownership in the joint company.
The per share offer is near the highest price shares have traded
over the prior eight-year period, the consideration to be received
by shareholders represents a significant premium and the rationale
for the transaction appears reasonable when considering the
standalone option.
In light of the significant premium,
favourable market reaction, reasonable strategic rationale and the
absence of significant governance concerns, shareholder approval of
this resolution is warranted."
The Meeting
The special meeting of Securityholders to consider the
Arrangement (the "Meeting") will be held virtually at
https://meetnow.global/MG2RP2J on April 21,
2022, commencing at 10:00 a.m. (Vancouver time). At the Meeting,
Securityholders will be asked to consider, and if deemed
acceptable, to pass the Arrangement Resolution to approve the
Arrangement. The Arrangement Resolution must be approved by at
least: (i) 66⅔% of the votes cast by the shareholders of
Josemaria (the "Shareholders") present in-person (virtually) or
represented by proxy at the Meeting; and (ii) 66⅔% of
the votes cast by the Securityholders, being the Shareholders and
holders of stock options of Josemaria ("Josemaria Options"), voting
together as a single class, present in person (virtually) or
represented by proxy at the Meeting.
Subject to obtaining approval of the Arrangement Resolution at
the Meeting, and the satisfaction of the other customary conditions
to completion of the Arrangement, including the approval of the
Supreme Court of British Columbia
(the "Court"), all as more particular described in the Meeting
Materials, the Transaction is expected to close on or around
April 28, 2022.
Board Recommendation
The board of directors of Josemaria (the "Board"), following the
unanimous recommendation of a special committee of independent
directors, unanimously determined that the Arrangement is in the
best interests of the Company and is fair to the Shareholders, to
approve the Arrangement Agreement, and to recommend that
Securityholders vote "FOR" the Arrangement Resolution.
Your vote is important regardless of the number of Josemaria
Shares or Josemaria Options you own. You are eligible to
vote if you were a Securityholder of record at the close of
business on March 10, 2022. To ensure
that your Josemaria Shares and Josemaria Options will be
represented and voted at the Meeting, you should carefully follow
the instructions provided in the Meeting Materials. All
Securityholders are encouraged to vote by proxy or in person
(virtually) at the Meeting. The deadline for the receipt of proxies
is 10:00 a.m. (Vancouver time) on April 19, 2022. However, Securityholders are
encouraged to vote their Josemaria Shares and Josemaria Options as
soon as possible in advance of the Meeting. Detailed instructions
on how to vote and how to participate in the Meeting are contained
in the Meeting Materials.
ABOUT JOSEMARIA
Josemaria Resources Inc. is a natural resources company focused
on developing its advanced stage, 100% owned Josemaria Copper-Gold
Project in the San Juan Province of Argentina. The Company is a reporting issuer
in all Provinces and its corporate head office is in Vancouver, BC. The Company's shares are listed
on the TSX and on Nasdaq Stockholm under the symbol "JOSE", and
trade on the OTCQB under the symbol "JOSMF".
ADDITIONAL INFORMATION
This information was submitted for publication, through the
agency of the contact person set out below, on April 11 at 17:00
EDT.
On behalf of the Board of Directors of Josemaria Resources,
Adam Lundin,
President and CEO
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TSX: JOSE | OTCQB: JOSMF | Nasdaq Stockholm: JOSE | WKN: A2PN5S
| ISIN: CA48086P1009
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This press release includes certain "forward-looking
information" and "forward-looking statements" (collectively
"forward-looking information") within the meaning of applicable
securities legislation. All statements, other than statements of
historical fact, included herein, including, without limitation,
the consummation and timing of the Transaction; the satisfaction of
the conditions precedent to the Transaction, including final
Court approval to be obtained in connection therewith, the approval
of the Transaction by the Securityholders and the expected timing
of closing of the Transaction; the strengths, characteristics and
potential of Lundin Mining post-Transaction; timing, receipt and
anticipated effects of regulatory approvals; the impact of the
Transaction on employees and local stakeholders; and discussion of
future plans, projects, objectives, estimates and forecasts and the
timing related thereto. Forward-looking information is
frequently, but not always, identified by words such as "expects",
"anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events,
conditions, or results "will", "may", "could", or "should" occur or
be achieved. These forward-looking statements may also include
statements regarding the Company's ability to meet all conditions
precedent set forth in the Arrangement Agreement, the Company's
ability to secure the final Court approval in connection with the
Transaction, the approval of the Transaction by the
Securityholders, and the required regulatory approvals; or
other statements that are not statements of fact.
Forward-looking information involves various risks and
uncertainties. There can be no assurance that such information will
prove to be accurate, and actual results and future events could
differ materially from those anticipated in such information.
Important factors that could cause actual results to differ
materially from the Company's expectations include failure to
receive the required Court and regulatory approvals to effect the
Transaction; changes in laws, regulations and government practices;
the potential of a third party making a superior proposal to the
Transaction; risks pertaining to the outbreak of the global
pandemics, including COVID-19; government regulation of mining
operations; environmental risks; and other risks and uncertainties
disclosed in the Company's periodic filings with Canadian
securities regulators and in other Company reports and documents
filed with applicable securities regulatory authorities from time
to time, including the Company's Annual Information Form available
under the Company's profile at www.sedar.com. The Company's
forward-looking information reflects the beliefs, opinions, and
projections on the date the statements are made. The Company
assumes no obligation to update the forward-looking information or
beliefs, opinions, projections, or other factors, should they
change, except as required by law.
SOURCE Josemaria Resources Inc.
