TORONTO, ONTARIO--(Marketwired - June 6, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Era Resources Inc. ("Era" or the "Company") (TSX VENTURE:ERX) is pleased to announce that, at its special meeting of the shareholders held today (the "Meeting"), holders (the "Shareholders") of common shares of Era (the "Common Shares") approved the proposed going-private transaction, to be completed via an arrangement (the "Arrangement") under a statutory plan of arrangement (the "Plan of Arrangement") pursuant to section 192 of the Canada Business Corporations Act.
The Arrangement was approved by 99.89% of the 118,590,123 votes cast by Shareholders present in person or represented by proxy at the Meeting.
The Company expects to apply for final court approval of the Arrangement on June 7, 2017. Subject to obtaining the final court approval, the required approval from the TSX Venture Exchange and the satisfaction or waiver of all conditions precedent set out in the Plan of Arrangement, the Arrangement is expected to close on or about June 14, 2017.
The Arrangement will involve, among other things, a share consolidation on the basis of 10,290,619 pre-consolidation Common Shares to one (1) post-consolidation Common Share. Shareholders of the Company who receive less than one (1) whole post-consolidation Common Share will have their Common Share purchased by the Company at a price of $0.25 in cash (the "Cash Consideration") per each Common Share held by them immediately prior to the consolidation. Following the date of closing, it is anticipated that Sentient Executive GP IV, Limited, for the general partner of Sentient Global Resources Fund IV, L.P. ("Sentient IV") will hold all of the issued and outstanding post-consolidation Common Shares.
In order to receive the Cash Consideration in exchange for their Common Shares, registered Shareholders (other than Sentient IV) must complete, sign, date and return the Letter of Transmittal that was mailed to each registered Shareholder. The Letter of Transmittal is also available (i) from Era's depositary, Computershare Investor Services Inc., that can be contacted by telephone at: 1 (800) 564-6253 (North American Toll Free) / 1 (514) 564-6253 (Overseas) or by e-mail at: email@example.com or (ii) on SEDAR under the Company's profile at www.sedar.com.
Further details regarding the Arrangement can be found in the Company's Management Information Circular dated May 8, 2017 (the "Circular"), which includes the full text of the Plan of Arrangement, attached as Schedule B to the Circular. The Circular was mailed to the Shareholders on May 10, 2017 and is also available on SEDAR under the Company's profile at www.sedar.com.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward looking information within the meaning of applicable securities laws, including but not limited to forward looking information concerning the expected timing for closing of the Arrangement and the Company's expectations and assumptions concerning time of receipt of required approvals and the satisfactory other conditions to the completion of the Arrangement. Such forward-looking information is 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 to be achieved and any other similar expressions.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking information, including actual results of exploration activities, changes in market conditions, risks relating to international operations, fluctuating metal prices and currency exchange rates, and other risks of the mining industry. Some of these risks, uncertainties and other factors are described under the heading "Risks Factors" in the Company's annual information form available on the Company's profile on SEDAR at www.sedar.com. Forward-looking information is based on estimates and opinions of management at the date the statements are made. Except as required by applicable securities laws, Era does not undertake any obligation to update forward-looking information even if circumstances or management's estimates or opinions should change. Readers should not place undue reliance on forward-looking information.
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 RELEASE.
President & Chief Executive Officer
Era Resources Inc.
+61 400 666980
Chief Financial Officer & Corp. Secretary
Era Resources Inc.
+1 416 464 4067