AuRico Metals Shareholders Overwhelmingly Approve Acquisition by Centerra Gold https://ih.advfn.com/p.php?pid=nmona&article=76357136
AuRico Metals Inc. (TSX:AMI)
TORONTO, Dec. 22, 2017 /CNW/ -AuRico Metals Inc. (TSX:AMI) ("AuRico") today announced the voting results of its special meeting (the "Meeting") of holders of common shares (the "Shareholders") held on December 22, 2017. At the Meeting, the Shareholders were asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario) as contemplated by an arrangement agreement dated November 6, 2017 between AuRico, Centerra Gold Inc. and Centerra Ontario Holdings Inc. (the "Purchaser") involving, among other things, the acquisition by the Purchaser of all of the issued and outstanding common shares of AuRico.
The Arrangement Resolution required the approval of: (i) at least two-thirds of the votes cast by Shareholders; and (ii) at least a simple majority of the votes cast by Shareholders, excluding the votes cast by certain persons whose votes were required to be excluded in determining minority approval of a business combination pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The total number of common shares of AuRico represented by Shareholders present in person or by proxy at the Meeting was 114,414,774, representing in total 70.37% of AuRico's issued and outstanding common shares. At the Meeting, Shareholders approved the Arrangement Resolution with approximately 99.90% of the votes cast at the Meeting in favour of the Arrangement (99.90% excluding the votes of certain persons in accordance with MI 61-101).
AuRico will be seeking a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Arrangement on January 3, 2018 and the Arrangement is expected to be completed on or around January 8, 2018.
AuRico is a mining development and royalty company with a 100% interest in the Kemess property in British Columbia, Canada. The Kemess property hosts the feasibility-stage Kemess Underground Gold-Copper Project, the Kemess East Project and the infrastructure pertaining to the past producing Kemess South mine. AuRico's royalty portfolio includes a 1.5% NSR royalty on the Young-Davidson Gold Mine and a 2.0% net smelter returns royalty on the Fosterville Mine, as well as a portfolio of additional producing and pre-production royalty assets located in North America and Australia.
More information is available at www.auricometals.ca and at www.sedar.com.
For more information about AuRico, please contact:
President & Chief Executive Officer
AuRico Metals Inc.
Cautionary Statement on Forward-Looking Information
This News Release contains "forward-looking statements". All statements other than statements of historical fact included in this release, are forward-looking statements that involve various risks and uncertainties and are based on forecasts of future operational or financial results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. In particular, forward-looking information included in this document includes, but is not limited to assumptions and expectations with regard to the Arrangement and its completion. Please consult the section titled "Risk Factors" in AuRico's Annual Information Form and other disclosures of "Risk Factors" by AuRico, available on SEDAR. Although AuRico has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. AuRico assumes no obligation to update or revise forward looking information to reflect changes in assumptions, changes in circumstances or any other events affecting such forward-looking information, except as required by applicable law.
SOURCE AuRico Metals