Serengeti Resources Inc. (TSX-V: SIR)
(“
Serengeti”) and Sun Metals Corp. (TSX-V: SUNM)
(“
Sun Metals”) are pleased to announce the results
of the Serengeti special meeting of shareholders and the Sun Metals
special meeting of securityholders, which were held virtually on
February 26, 2021.
Serengeti Meeting
A total of 61,078,247 common shares were voted
at the Serengeti special meeting of shareholders, representing
55.02% of total common shares issued and outstanding as at the
record date of the meeting. Shareholders voted in favour of all
items put forward by the Board of Directors and management:
- 99.93% in favour
of the resolution to approve the plan of arrangement involving
Serengeti and Sun Metals Corp.;
- 99.83% in favour
of the resolution to approve the consolidation of Serengeti common
shares (the “Consolidation”) on the basis of one (1) post
Consolidation Serengeti common share for every two (2)
pre-Consolidation Serengeti common shares;
- 99.61% in favour
of the resolution to approve the amended and restated stock option
plan of Serengeti;
- 99.67% in favour
of the resolution of disinterested Serengeti Shareholders to
approve a deferred share unit plan of Serengeti;
- 99.67% in favour
of the resolution of disinterested Serengeti Shareholders to
approve a restricted share unit plan of Serengeti.
Sun Metals Meeting
A total of 70,399,056 common shares, 11,182,667
stock options, and 586,250 warrants were voted at the Sun Metals
special meeting of securityholders, representing 41.00% of total
common shares issued and outstanding as at the record date of the
meeting, 83.87% of stock options issued and outstanding as at the
record date of the meeting, and 1.86% of warrants issued and
outstanding as at the record date of the meeting. Shareholders, and
shareholders, optionholders and warrantholders voting as a single
class, voted 99.84% and 99.86%, respectively, in favour of the sole
item put forward by the Board of Directors and management, being
the resolution to approve the plan of arrangement involving
Serengeti and Sun Metals Corp. The arrangement resolution was also
approved by a majority of Sun Metals’ disinterested shareholders,
as required under applicable securities laws.
Plan of Arrangement
In January 2021, Sun Metals obtained an interim
order from the Supreme Court of British Columbia with respect to
the proposed plan of arrangement, pursuant to which Serengeti will
acquire all of the issued and outstanding common shares of Sun
Metals, on the basis of 0.215 of a post-Consolidation Serengeti
common share for each Sun Metals share, which is 0.43 of a
pre-Consolidation Serengeti common share for each Sun Metals share
on a pre-Consolidation basis (the “Transaction”).
Subject to receipt of all requisite approvals, including final TSX
Venture Exchange approval, court approval, and waiver or
satisfaction of all relevant conditions, closing of the Transaction
is expected to be on or about March 5, 2021.
The Consolidation is anticipated to be completed
immediately prior to closing of the Transaction. Following the
Consolidation, the 111,653,368 outstanding common shares of
Serengeti will be consolidated such that there will be
approximately 55,826,684 outstanding common shares, not including
any Serengeti common shares to be issued pursuant to the
Transaction. Serengeti also intends to proceed with a name change
to Northwest Copper Corp. in connection with the closing of the
Transaction. The common shares of Serengeti are expected to trade
at the open of the market on March 5, 2021 on a post-Consolidation
and post-name change basis with the ticker symbol “NWST”.
The Transaction will consolidate the contiguous
copper-gold exploration and development assets of Kwanika and
Stardust, both of which will benefit from operational synergies as
the projects advance with a combined development strategy, along
with the robust portfolio of British Columbia copper-gold assets
held by the companies. The combined company will be well positioned
and capitalized as a result of the recently completed $10,350,000
upsized subscription receipt financing of Sun Metals (the
“Financing”) to take advantage of a strengthening
copper market.
Upon completion of the Transaction, Mark O’Dea
will assume the role of Executive Chairman of Serengeti and the
Serengeti board of directors will comprise Mark O’Dea, David Moore,
Lewis Lawrick, Teodora Dechev, Sean Tetzlaff and Richard Bailes.
David Moore will continue as Interim President and Chief Executive
Officer until such time as a full time CEO is appointed, and Lauren
McDougall will assume the role of Chief Financial Officer and Ian
Neill the role of Vice President Exploration. Following the
Transaction, Sun Metals shareholders, including holders of Sun
Metals common shares issued on conversion of the subscription
receipts issued from the Financing, will hold approximately 49.6%
of the combined company.
About Serengeti
Serengeti is a mineral exploration company
managed by an experienced team of professionals with a solid track
record of exploration success. The Company is currently advancing
its majority-owned, advanced Kwanika copper-gold project and
exploring its extensive portfolio of properties in north-central
British Columbia. Additional information can be found on the
Company’s website at www.serengetiresources.com.
About Sun Metals
Sun Metals is advancing its 100% owned flagship,
high-grade copper-gold rich Stardust Project located in
north-central British Columbia, Canada. Sun Metals also owns the
Lorraine copper-gold project, and the OK copper-molybdenum
project.
On Behalf of the Board of Directors of
Serengeti Resources Inc.
“David W. Moore”
President, CEO & Director
On Behalf of the Board of Directors of
Sun Metals Corp.
“Steve Robertson”
President, CEO & Director
For further information, please
contact:
Serengeti Resources Inc.Tel: 604-605-1300Email:
info@serengetiresources.com |
Sun Metals Corp.Tel: 604-683-7790Email: info@sunmetals.ca |
Neither 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 release.
Cautionary Statement Regarding Forward
Looking Information
All statements, trend analysis and other
information contained in this press release about anticipated
future events or results constitute forward-looking statements.
Forward-looking statements are often, but not always, identified by
the use of words such as “seek”, “anticipate”, “believe”, “plan”,
“estimate”, “expect” and “intend” and statements that an event or
result “may”, “will”, “should”, “could” or “might” occur or be
achieved and other similar expressions. All statements, other than
statements of historical fact, included herein, including, without
limitation, statements regarding anticipated benefits of the
Transaction, the closing of the Transaction, the Financing, the
Consolidation, the Kwanika and Stardust (the
“Projects”), including anticipated operational
synergies between the properties, are forward-looking statements.
Although Serengeti and Sun Metals (the
"Companies") believe that the expectations
reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking
statements since the Companies can give no assurance that such
expectations will prove to be correct. These statements involve
known and unknown risks, uncertainties and other factors that may
cause actual results or events to differ materially from those
anticipated in such forward-looking statements, including the
risks, uncertainties and other factors identified in the Companies'
periodic filings with Canadian securities regulators, and
assumptions made with regard to: the Companies' ability to complete
the proposed Transaction; the Companies' ability to secure the
necessary legal and regulatory approvals required to complete the
Transaction and meeting the other conditions to the closing of the
Transaction; and the Companies' ability to achieve the synergies
expected as a result of the Transaction. Forward-looking statements
are subject to business and economic risks and uncertainties and
other factors that could cause actual results of operations to
differ materially from those contained in the forward-looking
statements. Important factors that could cause actual results to
differ materially from the Companies’ expectations include risks
associated with the business of Serengeti and Sun Metals; risks
related to the satisfaction or waiver of certain conditions to the
closing of the Transaction; non-completion of the Transaction;
risks related to reliance on technical information provided by
Serengeti and Sun Metals; risks related to exploration and
potential development of the Projects; business and economic
conditions in the mining industry generally; fluctuations in
commodity prices and currency exchange rates; uncertainties
relating to interpretation of drill results and the geology,
continuity and grade of mineral deposits; the need for cooperation
of government agencies and native groups in the exploration and
development of properties and the issuance of required permits; the
need to obtain additional financing to develop properties and
uncertainty as to the availability and terms of future financing;
the possibility of delay in exploration or development programs and
uncertainty of meeting anticipated program milestones; uncertainty
as to timely availability of permits and other governmental
approvals; and other risk factors as detailed from time to time and
additional risks identified in Serengeti and Sun Metals’s filings
with Canadian securities regulators on SEDAR in Canada (available
at www.sedar.com). Forward-looking statements are based on
estimates and opinions of management at the date the statements are
made. Neither Serengeti nor Sun Metals undertakes any obligation to
update forward-looking statements except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking statements.
Serengeti Resources (TSXV:SIR)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Serengeti Resources (TSXV:SIR)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024