TORONTO, ONTARIO--(Marketwired - June 13, 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 effective today it has successfully completed its previously announced going-private transaction via an arrangement (the "Arrangement") upon the implementation of a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act.
The Arrangement, which was announced on April 26, 2017, was approved by the shareholders of the Company (the "Shareholders") at the special meeting of the Shareholders held on June 6, 2017, by the Ontario Superior Court of Justice (Commercial List) on June 7, 2017 and by the TSX Venture Exchange (the "TSXV") on June 9, 2017.
The Arrangement involved, among other things, (i) a share consolidation on the basis of 10,290,619 pre-consolidation common shares of the Company (the "Common Shares") to one (1) post-consolidation Common Share and (ii) the surrender and cancellation of all options to acquire Common Shares and the cancellation of the Company's stock option plan. Following the completion of the Arrangement, Sentient Executive GP IV, Limited, for the general partner of Sentient Global Resources Fund IV, L.P ("Sentient IV") holds all of the issued and outstanding post-consolidation Common Shares.
Further details regarding the Arrangement can be found in the Management Information Circular of the Company, dated May 8, 2017 (the "Circular") and the accompanying Letter of Transmittal. The Circular and the Letter of Transmittal were mailed to the Shareholders on May 10, 2017 and are also available on SEDAR under the Company's profile at www.sedar.com.
Shareholders (other than Sentient IV) who have not yet submitted their share certificates representing their pre-consolidation Common Shares and Letters of Transmittal are encouraged to do so as soon as possible. Duly completed Letters of Transmittal and share certificates received by the Company's depositary on or before the sixth anniversary of the date hereof, shall entitle such Shareholders to receive an amount computed on the basis of $0.25 for each Common Share held by them. Share certificates that are not forwarded to the Company's depositary together with a properly completed and signed Letter of Transmittal and all other required documents on or before the sixth anniversary of the date hereof will cease to represent any claim by or interest of any former Shareholder of any kind or nature against or in the Company.
The Company has applied to delist its Common Shares from the TSXV and expects such delisting to be completed within two to three business days. The Company is also in the process of applying to the applicable securities regulatory authorities to cease to be a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia and expects to receive an order for the Company to cease to be a reporting issuer from the applicable securities regulatory authorities within approximately two weeks.
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 the delisting of the Company's Common Shares from the TSXV and receipt of the order for the Company to cease to be a reporting issuer. 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.
Era Resources Inc.
President & Chief Executive Officer
+61 400 666980
Era Resources Inc.
Chief Financial Officer & Corp. Secretary
+1 416 464 4067