Chantrell Ventures Corp. ("Chantrell" or the "Corporation")
(NEX:CV.H) is pleased to announce the results of its
annual and special meeting (the "
Meeting") of
shareholders ("
Shareholders") held earlier today.
The principal purpose of the Meeting was to
consider and vote upon a special resolution of Shareholders
to authorize and approve the transactions contemplated in the
arrangement agreement dated May 14, 2019 (the "Arrangement
Resolution") between Chantrell and Osisko Mining Inc.
("Osisko Mining"), pursuant to which, among other
things, Chantrell will acquire certain non-core assets of Osisko
Mining in exchange for common shares of Chantrell
("Shares") by way of a court-approved plan of
arrangement under the Business Corporations Act (Ontario) (the
"Arrangement"). The Arrangement will result in the
reverse takeover of Chantrell by Osisko Mining, following which the
Corporation will be renamed "O3 Mining Inc." (the
"Resulting Issuer") and reorganized as part of the
Arrangement.
A total of 16,494,807 Shares were present in
person or represented by proxy at the Meeting, representing
approximately 68.69% of the issued and outstanding Shares.
Approval of the Continuance
Prior to completing the Arrangement, Chantrell
will continue out of the Province of British Columbia and into the
Province of Ontario (the "Continuance"). For the
Continuance to proceed, the special resolution approving the
continuance of Chantrell out of British Columbia and into Ontario
(the "Continuance Resolution") required the
approval of a majority of at least two-thirds (66⅔%) of the votes
cast at the Meeting, either by Shareholders attending in person or
voting by proxy. The Continuance Resolution was overwhelmingly
approved. See below for a summary of the voting on the Continuance
Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement
Resolution required the approval of a majority of at least
two-thirds (66⅔%) of the votes cast at the Meeting, either by
Shareholders attending in person or voting by proxy. The
Arrangement Resolution was overwhelmingly approved. See below for a
summary of the voting on the Arrangement Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Approval of Stock Option Plan of the
Resulting Issuer
Shareholders were also asked to pass an ordinary
resolution approving a stock option plan of the Resulting Issuer
(the "Stock Option Plan Resolution"), to become
effective following the completion of the Arrangement. The ordinary
resolution required the approval of a simple majority (50%) of the
votes cast at the Meeting by Shareholders, either attending in
person or voting by proxy. See below for a summary of the voting on
the Stock Option Plan Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Approval of RSU Plan of the Resulting
Issuer
Shareholders were also asked to pass an ordinary
resolution approving a restricted share unit plan of the Resulting
Issuer (the "RSU Plan Resolution"), to become
effective following the completion of the Arrangement. The ordinary
resolution required the approval of a simple majority (50%) of the
votes cast at the Meeting by disinterested Shareholders, either
attending in person or voting by proxy. See below for a summary of
the voting on the RSU Plan Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Approval of DSU Plan of the Resulting
Issuer
Shareholders were also asked to pass an ordinary
resolution approving a deferred share unit plan of the Resulting
Issuer (the "DSU Plan Resolution"), to become
effective following the completion of the Arrangement. The
resolution required the approval of a simple majority (50%) of the
votes cast at the Meeting by disinterested Shareholders, either
attending in person or voting by proxy. See below for a summary of
the voting on the DSU Plan Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Appointment of Auditor of the Resulting
Issuer
Shareholders were also asked to pass an ordinary
resolution approving PricewaterhouseCoopers LLP as the independent
auditor of the Resulting Issuer for the ensuing year (the
"Auditor Resolution"), to become effective
following the completion of the Arrangement. The ordinary
resolution required the approval of a simple majority (50%) of the
votes cast at the Meeting, either by Shareholders attending in
person or voting by proxy. See below for a summary of the voting on
the Auditor Resolution.
FOR |
AGAINST |
(#) |
(%) |
(#) |
(%) |
16,284,763 |
~100% |
44 |
~0% |
Appointment of Directors
Shareholders were also asked to approve the
election of the three nominates directors, to hold office for the
ensuing year or until their successors are appointed. The ordinary
resolution required the approval of a simple majority (50%) of the
votes cast at the Meeting, either by Shareholders attending in
person or voting by proxy. See below for a summary of the voting on
the election of directors.
DIRECTOR NOMINEE |
OUTCOME OF VOTE |
FOR |
WITHHELD / AGAINST |
(#) |
(%) |
(#) |
(%) |
Paul Parisotto |
Approved |
16,284,763 |
~100% |
44 |
~0% |
Lorie Waisberg |
Approved |
16,284,763 |
~100% |
44 |
~0% |
Darren Blasutti |
Approved |
16,284,763 |
~100% |
44 |
~0% |
If the Arrangement is completed, the Resulting
Issuer will cause a reconstitution of the board of directors of the
Resulting Issuer, and the directors listed above will resign.
Transaction Update
Having obtained the requisite approval of the
Arrangement Resolution at the Meeting, the hearing date for the
application for the final order of the Ontario Superior Court of
Justice (Commercial List) (the "Final Order") is
scheduled for July 2,
2019. The Arrangement is anticipated to become effective
on or about July 5,
2019, subject to the approval of the TSX Venture Exchange
and the receipt of the Final Order, as well as the satisfaction or
waiver of other customary closing conditions.
The common shares of O3 Mining are expected to
be listed on the TSX Venture Exchange and begin trading under the
symbol "OIII" on the second business day following the completion
of the Arrangement (i.e., on or about July 9, 2019).
About Chantrell Ventures
Corp.
Chantrell's mission is to enhance shareholder
value through the acquisition and development of mining properties,
with a bias towards gold projects in Ontario and Québec.
For further information on Chantrell Ventures
Corp., please contact: Paul Parisotto President, CEO and Director
(416) 874-1702
About Osisko Mining Inc.
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada. Osisko holds a 100% interest in the
high-grade Windfall Lake gold deposit located between Val-d'Or and
Chibougamau in Québec and holds a 100% undivided interest in a
large area of claims in the surrounding the Urban Barry area and
nearby Quévillon area (over 2,700 square kilometres).
For further information on Osisko Mining Inc.,
please contact: John Burzynski, President, CEO and Director (416)
363-8653.
Cautionary Statement 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 and
projections as at the date of this news release. The information in
this news release about the completion of Arrangement and other
forward-looking information includes but is not limited to
information concerning: the intentions, plans and future actions of
Chantrell and Osisko Mining and other information that is not
historical facts.
Any statements that involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect",
"is expected", "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 Chantrell and
Osisko Mining, 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 Chantrell and Osisko Mining
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 Chantrell and Osisko Mining cannot
assure shareholders and prospective purchasers 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 Chantrell or Osisko Mining nor
any other person assumes responsibility for the accuracy and
completeness of any such forward-looking information. Chantrell and
Osisko Mining do not undertake, 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 press release.
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