O3 Mining Inc. (TSXV:OIII) ("O3 Mining") and Alexandria
Minerals Corporation (TSXV:AZX; OTCQB:ALXDF;
Frankfurt:A9D) are pleased to announce the successful
completion of their previously-announced business combination,
pursuant to which O3 Mining acquired Alexandria by way of a
court-approved plan of arrangement under the Canada Business
Corporations Act (the "
Arrangement"). Alexandria
is now a wholly-owned subsidiary of O3 Mining.
Under the Arrangement, holders of common shares
of Alexandria ("Alexandria Shares") are entitled
to receive 0.018041 of a common share of O3 Mining in exchange for
each Alexandria Share held immediately prior to the effective time
of the Arrangement. An aggregate of 9,557,956 common shares of O3
Mining are expected to be issued to former shareholders of
Alexandria. Further, under the Arrangement, holders of options and
warrants to acquire Alexandria Shares outstanding immediately prior
to the effective time of the Arrangement received replacement
options and warrants, as the case may be, entitling the holders
thereof to acquire common shares of O3 Mining, as adjusted based on
the same exchange ratio of 0.018041. An aggregate of approximately
1,627,709 common shares of O3 Mining (subject to rounding) have
been reserved for issuance upon exercises of options and warrants
held by such former holders of options and warrants, as the case
may be, of Alexandria.
José Vizquerra Benavides, President and Chief
Executive Officer of O3 Mining, stated: "We are moving quickly out
of the starting gates with our new company, and are very pleased to
add the large Cadillac Break property located in the world-class
mining district of Val d'Or, Quebec to our current portfolio while
providing an excellent opportunity for the shareholders of
Alexandria to join our emerging exploration and development
company. We have a focused and experienced management team with a
track record of building successful mining companies, and we are
dedicated to creating value for our shareholders." Mr. Vizquerra
Benavides further commented: "The acquisition will advance O3
Mining's strategy of being a premier gold exploration company in
Canada and an emerging consolidator of exploration properties in
the highly prospective gold camps in Canada – our focus is on areas
we are very familiar with in Ontario and Québec. Our goal is to
rapidly become a multi-million ounce, high-growth exploration
company."
Walter Henry, Acting President and Chief
Executive Officer of Alexandria, stated: "O3 Mining has both the
access to capital and the management to move Alexandria's projects
forward. We are very pleased that shareholders will have the
opportunity to capitalize on the success of these efforts, as well
as the longer-range goals of O3 Mining."
With the Arrangement now complete, O3 Mining
will cause (i) the Alexandria Shares to be delisted from the TSX
Venture Exchange, and (ii) Alexandria to submit an application to
the securities regulators to cease to be a reporting issuer and to
terminate its public reporting obligations.
Each of the directors and officers of Alexandria
tendered their resignation effective upon the completion of the
Arrangement. The directors and officers of Alexandria have been
replaced by John F. Burzynski (Director), José Vizquerra Benavides
(Director, President and Chief Executive Officer) and Blair
Zaritsky (Director, Chief Financial Officer and Secretary).
Registered shareholders of Alexandria are
reminded to complete, sign and return the Letter of Transmittal
that was mailed to them in order to receive the common shares of O3
Mining which they are entitled to receive under the
Arrangement.
Further details regarding the Arrangement are
set out in the management information circular of Alexandria dated
May 27, 2019, as amended by the material change report of
Alexandria dated June 27, 2019, which are available on SEDAR
(www.sedar.com) under Alexandria's issuer profile.
About O3 Mining Inc.
O3 Mining's mission is to become a premier gold
exploration company in Canada and an emerging consolidator of
exploration properties in prospective gold camps in Canada –
focused on projects in Québec and Ontario – with a goal of becoming
a multi-million ounce, high-growth company.
O3 Mining is well-capitalized and holds a 100%
interest in the Marban Block Project and the Garrison Project. The
Marban Block Project is located in the heart of
Québec's prolific Abitibi gold mining district and comprised of
four contiguous claim groups in the Malartic mining camp –
Norlartic, First Canadian, Marban and Gold Hawk. The
Garrison Project is located in the Larder Lake
Mining Division in Northern Ontario and comprised of three main
deposits – the Garrcon, Jonpol and 903 deposits – as well as the
past-producing Buffonta mine and the Gold Pike mine property.
For further information on O3 Mining, please
contact:
José Vizquerra BenavidesPresident, CEO and Director (416)
848-9504
About Alexandria Minerals Corporation
Alexandria Minerals Corporation is a
Toronto-based junior gold exploration and development company with
its strategic property located in the world-class mining district
of Val d'Or, Quebec. Alexandria's focus is on its flagship
property, the large Cadillac Break Property package in Val d'Or,
which hosts important, near-surface, gold resources along the
prolific, gold-producing Cadillac Break, all of which have
significant growth potential.
Cautionary Note Regarding Forward-Looking
Information
This news release contains "forward-looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates,
projections and interpretations as at the date of this news
release. The information in this news release about the
transaction; and any other information herein that is not a
historical fact may be "forward-looking information". Any statement
that involves discussions with respect to predictions,
expectations, interpretations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect",
"is expected", "interpreted", "management's view", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information and are intended to identify
forward-looking information. This forward-looking information is
based on reasonable assumptions and estimates of management of the
Corporation, at the time it was made, involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the companies to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. Such factors include, among others, risks relating to
the completion of the transactions described herein. Although the
forward-looking information contained in this news release is based
upon what management believes, or believed at the time, to be
reasonable assumptions, the parties cannot assure shareholders and
prospective purchasers of securities that actual results will be
consistent with such forward-looking information, as there may be
other factors that cause results not to be as anticipated,
estimated or intended, and neither party nor any other person
assumes responsibility for the accuracy and completeness of any
such forward-looking information. Neither party undertakes, and
assumes no obligation, to update or revise any such forward-looking
statements or forward-looking information contained herein to
reflect new events or circumstances, except as may be required by
law.
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. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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