VANCOUVER, BC, April 26,
2022 /CNW/ - Josemaria Resources Inc. (TSX:
JOSE) (OMX: JOSE) (OTCQB: JOSMF) ("Josemaria" or the
"Company") is pleased to announce that it has obtained a final
order from the Supreme Court of British
Columbia approving the previously announced plan of
arrangement (the "Arrangement" or the "Transaction") with Lundin
Mining Corporation ("Lundin Mining") (TSX:LUN) (OMX:
LUMI), pursuant to which Lundin Mining will acquire
all of the outstanding common shares of Josemaria (the "Josemaria
Shares") for total consideration of approximately C$625 million on a fully diluted basis. View PDF
version.
The Transaction was previously approved by the
securityholders of the Company at the special meeting of
securityholders held on April 21,
2022 (the "Meeting"). Further details of the Arrangement are
set out in the Company's management information circular in respect
of the Meeting dated March 16, 2022
(the "Circular"), a copy of which is available on SEDAR under the
Company's profile at www.sedar.com
and on the Company's website at
www.josemariaresources.com/investors/corporate-filings/.
It is expected that the Arrangement will close on
April 28, 2022, subject to the
satisfaction of all customary conditions precedent set forth in the
arrangement agreement between the Company and Lundin Mining dated
December 19, 2021 (the "Arrangement
Agreement"). Upon closing of the Arrangement, each shareholder of
Josemaria ("Shareholder") (other than Lundin Mining and any of its
subsidiaries) will receive as consideration for such Shareholder's
Josemaria Shares, at such Shareholder's election: (i) $1.60 in cash for each Josemaria Share held (the "Cash Consideration"),
or (ii) 0.1487 of a Lundin Mining common share (each whole share, a
"Lundin Mining Share") for each Josemaria
Share held (the "Share Consideration"), plus for each whole
Lundin Mining Share issued to such Shareholder, $0.11 in cash will also be paid to such
Shareholder (the "Share Consideration Cash Payment"), or (iii) any
combination thereof. The Cash Consideration and Share Consideration
(together, the "Consideration") is subject, in each case, to
pro-ration based on a maximum cash consideration of approximately
$183 million and a maximum of
approximately 39.7 million Lundin Mining Shares to be issued
pursuant to the plan of arrangement set out in the Arrangement
Agreement (the "Plan of Arrangement"), and subject to adjustment in
accordance with the Plan of Arrangement. The Shareholders who did
not make an election or a valid election were deemed to have
elected the Share Consideration (together with the applicable Share
Consideration Cash Payment) in respect of each Josemaria Share held, subject to pro-ration.
Optionholders who have not validly exercised their Josemaria stock
options prior to the closing date of the Transaction will be
entitled to receive appropriately adjusted fully-vested options to
acquire Lundin Mining Shares from Lundin Mining in accordance with
the Plan of Arrangement.
Following completion of the Transaction, the Josemaria
Shares will be delisted from the Toronto Stock Exchange (the "TSX")
and Nasdaq Stockholm. An application will
also be made for the Company to cease to be a reporting issuer in
the applicable jurisdictions following completion of the
Arrangement.
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
The
information was submitted for publication, through the agency of
the contact person set out below, on April
26, 2022 at 18:00
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 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, 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.
