Queenston Obtains Interim Order for Plan of Arrangement
26 November 2012 - 10:30PM
Marketwired
QUEENSTON MINING INC. (TSX:QMI)(FRANKFURT:QMI)(OTCQX:QNMNF)
("Queenston" or the "Company") announces that it obtained an
interim order of the Ontario Superior Court of Justice on November
23, 2012. The interim order provides for, among other things, the
holding of a special meeting of the holders of common shares of
Queenston ("Shareholders") to approve the previously announced (see
Press Release November 12, 2012) arrangement (the "Arrangement")
under the Canada Business Corporations Act involving Queenston and
Osisko Mining Corporation ("Osisko").
The special meeting of Shareholders is scheduled to be held on
December 20, 2012 at 9:00 a.m. (Toronto time) at the offices of
Stikeman Elliott LLP, 53rd Floor, Commerce Court West, 199 Bay
Street, Toronto, Ontario. The record date for determining
Shareholders entitled to receive notice of, and to vote at, the
special meeting has been fixed at the close of business on November
26, 2012.
The board of directors of Queenston has unanimously approved the
Arrangement and will recommend that Shareholders vote in favour of
the Arrangement. As previously announced on November 12, 2012,
Queenston entered into an arrangement agreement with Osisko,
pursuant to which Osisko has agreed to acquire all of Queenston's
outstanding common shares ("Queenston Shares"). Shareholders will
receive 0.611 of a common share of Osisko for each Queenston Share
held.
Each senior officer and each member of the board of directors of
Queenston, holding in aggregate approximately 3% of the outstanding
Queenston Shares, has entered into a voting and support agreement
with Osisko pursuant to which each has agreed to vote the Queenston
Shares held by them in favour of the Arrangement. In addition,
Osisko has advised Queenston that certain shareholders of
Queenston, holding in aggregate approximately 34% of the
outstanding Queenston Shares, have also executed voting and support
agreements with Osisko in which each has agreed to vote the
Queenston Shares held by them in favour of the Arrangement. In
aggregate, therefore, Osisko has received voting and support
agreements representing approximately 37% of issued and outstanding
Queenston Shares.
Queenston intends to mail the Notice of Special Meeting and
Management Information Circular, together with a letter of
transmittal and a form of proxy (collectively, the "Meeting
Materials"), to Shareholders of record later this week. The Meeting
Materials will also be available on Queenston's website at
www.queenston.ca and under Queenston's profile at www.sedar.com no
later than the time of mailing.
The completion of the Arrangement is subject to certain
conditions, including approval by not less than two- thirds (66
2/3%) of the votes validly cast by Shareholders, present in person
or by proxy at the special meeting and also by a simple majority of
the votes validly cast by Shareholders, present in person or by
proxy at the special meeting, other than those required to be
excluded in determining such approval pursuant to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions, the final approval of the Ontario Superior
Court of Justice and other required regulatory approvals. If all
necessary approvals are obtained and the conditions to the
completion of the Arrangement are satisfied or waived, it is
currently anticipated that the Arrangement will be completed prior
to the end of December 2012.
ABOUT QUEENSTON
Queenston is a Canadian mineral exploration and development
company with a primary focus on its holdings in the historic
Kirkland Lake gold camp comprising 230 square kilometres of prime
exploration lands. The Company's assets include six 100%-owned gold
deposits, all with NI 43-101 compliant mineral resources and
ongoing exploration and development. The objective of the Company
is to advance the flagship Upper Beaver project towards feasibility
and production. The Upper Beaver project is progressing with
Advanced Exploration leading to new shaft development in 2013.
FORWARD LOOKING STATEMENTS
This news release may contain certain statements regarding
future events, results or outlooks that are considered forward
looking statements within the meaning of securities regulation.
These forward looking statements reflect management's best judgment
based on current facts and assumptions that management considers
reasonable and include the words "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "potential" and
"should". Forward looking statements contain significant risks and
uncertainties. A number of circumstances could cause results to
differ materially from the results discussed in the forward looking
statements including, but not limited to, changes in general
economic and market conditions, metal prices, political issues,
permitting, environmental, exploration and development success,
continued availability of capital and other risk factors. The
forward looking statements contained in this document are based on
what management believes to be reasonable assumptions, however, we
cannot assure that the results will be compatible to the forward
looking statements as management assumes no obligation to revise
them to reflect new circumstances. The Corporation has no knowledge
that would indicate the information is not true or is incomplete
and the Corporation assumes no responsibility for the accuracy and
completeness of the information. Readers should not place reliance
on forward looking statements. More information concerning risks
and uncertainties that may affect the Company's business is
available in Queenston's most recent Annual Information Form and
other regulatory filings of the Company at www.sedar.com.
Contacts: Queenston Mining Inc. Charles E. Page P. Geo.,
President and CEO (416) 364-0001 (ext. 224) Queenston Mining Inc.
David Donovan CFA, Director of Corporate Communications (416)
364-0001 (ext. 234) Queenston Mining Inc. Andreas Curkovic Investor
Relations (416) 577-9927info@queenston.ca www.queenston.ca