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TORONTO, Nov. 21, 2019 /CNW/ - Central Timmins
Exploration Corp. ("CTEC" or the "Corporation") (TSXV: CTEC)
announces its intention to consolidate the Corporation's common
shares (the "Common Shares") on an up to 1:6 basis, subject
to shareholder and regulatory approval. In addition, the board of
directors of the Corporation (the "Board") has determined
that it is in the best interests of the Corporation and its
stakeholders to initiate a formal process to explore and review
strategic and financing alternatives.
PROPOSED SHARE CONSOLIDATION
CTEC announces that a
special meeting of shareholders of the Corporation will be held on
January 9, 2020 (the
"Meeting"). At the Meeting, shareholders will be asked to
consider, and, if thought appropriate, pass with or without
variation, a special resolution (the "Share Consolidation
Resolution") authorizing and approving an amendment to the
Corporation's articles to effect a consolidation (the "Share
Consolidation") of the issued and outstanding Common Shares on
the basis of one (1) post-consolidation Common Share for up to six
(6) pre-consolidation Common Shares, as determined by the Board in
its sole discretion, and as to be more particularly described in
the management information circular of the Corporation to be mailed
to shareholders prior to the Meeting (the "Information
Circular").
The Board recommends shareholders vote FOR the special
resolution relating to the Share Consolidation, as to be disclosed
in the Information Circular.
Required Approvals and Effective Date
The ability of
the Board to effect the Share Consolidation is subject to the
approval of shareholders at the Meeting and the acceptance of the
TSX Venture Exchange (the "TSXV"). Assuming approval of the
Share Consolidation is obtained from the shareholders and the TSXV,
the Board expects to proceed with the Share Consolidation shortly
after the date of the Meeting. In such case, when implemented, the
Share Consolidation will take effect on a date to be coordinated
with the TSXV and will be announced by press release on such
effective date by the Corporation.
Notwithstanding the foregoing, even if the Share Consolidation
Resolution is approved by shareholders at the Meeting, the Board
may elect not to proceed with the Share Consolidation, in its sole
discretion. The Board will continue to assess market conditions and
the interests of the Corporation and shareholders before proceeding
to effect the Share Consolidation, if at all.
Principal Reasons for the Share Consolidation
The
Board's primary objective in seeking authority to effect the Share
Consolidation is to provide the Corporation with a mechanism to
increase: (i) the per-share trading price of the Common Shares;
(ii) the trading liquidity of the Common Shares; and (iii) the
ability of the Corporation to raise additional capital through
equity and debt financings. Additionally, an increase in per-share
trading price of the Common Shares following the Share
Consolidation may reduce certain transaction costs for investors
when trading in the Common Shares.
In determining whether to seek approval to effect the Share
Consolidation, the Board also considered a number of other market
and business factors deemed relevant by the Board, as well as
general stock market and economic conditions.
Principal Effects of the Share Consolidation
As at the
date hereof, the Corporation has 51,350,000 Common Shares issued
and outstanding. Upon completion of the Share Consolidation, and
assuming that no further Common Shares are issued prior to the
Share Consolidation and the maximum allowable Share Consolidation
on the basis of one (1) post-consolidation Common Share for six (6)
pre-consolidation Common Shares, the number of post-consolidation
Common Shares issued and outstanding will be approximately
8,558,333 (on a non-diluted basis).
The implementation of the Share Consolidation would not affect
the total shareholders' equity of the Corporation or any components
of shareholders' equity as reflected on the Corporation's financial
statements except: (i) to change the number of issued and
outstanding Common Shares; and (ii) to change the number of
outstanding stock options and common share purchase warrants of the
Corporation, as well as their relative exercise prices, to reflect
the Share Consolidation.
The Share Consolidation will not materially change any
shareholder's proportion of votes to total votes; however, if the
Share Consolidation is effected by the Board, the total number of
votes that a shareholder may cast at any future shareholder meeting
of the Corporation will be reduced.
Any fractional Common Share resulting from the Share
Consolidation will be rounded down to the nearest whole number and
any such fractional interest will be cancelled without
consideration.
The Corporation's name will not be changed in connection with
the Share Consolidation.
Risk Factors
Certain risks and uncertainties related
to the Corporation and the Share Consolidation are further
discussed in the Information Circular under the heading
"Particulars of Matters to be Acted Upon at the Meeting – Share
Consolidation – Risk Factors".
Other Information
Enclosed with the Information
Circular circulated to shareholders will be a letter of transmittal
(the "Letter of Transmittal"). Prior to an announcement of
an effective date of the Share Consolidation (if any), shareholders
should not destroy any Common Share certificates and should not
deliver their Common Share certificates or the Letter of
Transmittal to the Corporation or TSX Trust Company.
STRATEGIC REVIEW
The strategic review process is
intended to evaluate the Corporation's strategic and financing
options to maximize shareholder value. Such strategic
alternatives may include, but are not limited to, a corporate sale,
merger or other business combination, a disposition of all or a
portion of the Corporation's assets, a recapitalization,
refinancing of its capital structure, or any combination of the
foregoing. The outcome of the strategic review process will depend
on the opportunities which arise within such process and there can
be no assurance that the strategic process will result in the
realization of any specific transaction or agreement. The Board
will undertake a broad review of the potential alternatives to
enhance stakeholder value. Given the nature of the strategic
alternatives process, the Corporation does not intend to provide
updates until such time as the Board approves a definitive
transaction or strategic alternative, or otherwise determines that
further disclosure is necessary or appropriate.
About Central Timmins Exploration Corp.
CTEC is an
early-stage Canadian junior exploration company with property
exclusively within the city limits of Timmins in the Porcupine Mining District in
the northeastern region of Ontario. The Corporation's assets are
prospective for gold as well as a suite of base metals. See the
company website at www.centraltimmins.com.
Forward Looking Information
This press release contains "forward-looking information"
within the meaning of applicable securities laws that is intended
to be covered by the safe harbours created by those laws.
"Forward-looking information" includes statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative
thereof or other variations thereof or comparable terminology and
includes statements relating to, among other things, the timing of
the implementation of the Share Consolidation, the principal
reasons for the Share Consolidation, and the principal effects of
the Share Consolidation, and the strategic review process of the
Board.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made. Furthermore,
such forward-looking information involves a variety of known and
unknown risks, uncertainties and other factors which may cause the
actual plans, intentions, activities, results, performance or
achievements of the Corporation to be materially different from any
future plans, intentions, activities, results, performance or
achievements expressed or implied by such forward-looking
information. See "Particulars of Matters to be Acted Upon at the
Meeting – Share Consolidation – Risk Factors" in the Information
Circular and "Risk Factors" in the Corporation's final prospectus
dated October 4, 2018 filed on SEDAR
at www.sedar.com for a discussion of these risks.
CTEC cautions that there can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, investors should not
place undue reliance on forward-looking information.
Except as required by law, CTEC does not assume any
obligation to release publicly any revisions to forward-looking
information contained in this press release to reflect events or
circumstances after the date hereof.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Central Timmins Exploration Corp
