Vote to be held April 25, 2016 at 10:00 a.m.
Copy paste didn't work so well, but here's the filing:
Toronto,
April 1
, 2016.
Dear shareholder,
We are
sending you the attached notice of meeting along with the management information circular
(the
“
Information
Circular
”) with regard to the special meeting of shareholders (the
“
Meeting
”)
of Brionor Resources Inc. (the “
Corporation
”) that will be held on Apr
il 25, 2016 at 10:00 a.m.
at 150 York Street, Suite 410, Toronto, Ontario, M5H 3S5.
One of the purposes of the Meeting is to obtain your approval regarding the sale of the
Corporation’s interest in the Pitt Gold Project (as defined herein) in favour of Fir
st Mining Finance
Corp. (“
First Mining
”).
A property purchase agreement dated March 4, 2016 (the “
Agreement
”) was concluded between
the Corporation and First Mining pursuant to which First Mining will purchase from the
Corporation a 100% interest in the Pi
tt Gold Project (the “
Transaction
”). The aggregate purchase
price payable by First Mining to the Corporation is $1,250,000, to be satisfied by First Mining at
closing by delivery to the Corporation of a certificate representing 2,535,293 common shares of
F
irst Mining at a deemed issuance price of $0.3944 per common share
(being the 20 day volume
weighted average trading price of the First Mining common shares prior to the date of the
Agreement)
and by a cash payment of $250,000.
This Agreement is subject to
the following principal conditions:
1.
The approval of the Transaction by the Corporation’s shareholders; and
2.
The approval of the TSX Venture Exchange.
We believe this Transaction is favourable for the Corporation and its shareholders as it will allow
us to
discharge our current liabilities, enhance our working capital and allow us to participate
meaningfully in a new “mineral bank” business model through our holdings of First Mining
common shares. Since inception in March 2015, First Mining has acquired a po
rtfolio of 20+
mineral assets in Canada, United States, and Mexico, with an aim to hold them until the capital
markets for commodities and mining markets improves. At which point,
First Mining aims to enter
into
third party agreements to advance each proje
ct through exploration and development. The
management of First Mining has decades of experience in evaluating, exploring and developing
mineral assets and continues to review opportunities for strategic acquisition(s).
The Information Circular describes
the Transaction in detail and the procedures to be followed
preceding the Meeting. Please review the Information Circular carefully, as it has been prepared
to help you make an informed decision.
The board of directors of the Corporation has
unanimously ap
proved this Transaction and determined that it is in the best interest of the
Corporation, and recommends that all shareholders vote FOR the Transaction Resolution
(as defined herein).
In accordance with the requirements of the
C
anada Business Corporations
Act (the “
CBCA
”)
,
the
Transaction Resolution must be approved by not less than two
-
thirds (66
?
%) of the votes cast at
the Meeting by the shareholders of the Corporation (in person or by proxy). Without the required
level of shareholder approval, the propo
sed Transaction cannot be completed.
This is an important matter affecting the future of the Corporation, and it is important that
your common shares be represented at the Meeting, regardless of how many common shares
of the Corporation you own. Whether o
r not you are able to attend in person, we urge you
to complete, sign and date the enclosed proxy form and return the enclosed proxy form
following the instructions therein.
On behalf the Corporation, we would like to thank you for your past and ongoing su
pport, and
look forward to working with all of the Corporation’s shareholders to ensure the approval process
runs as smoothly as possible.
Best regard
