I will be voting No as well...looks like they are dragging this out...
Oban enters defintive deals for multicompany merger
2015-06-30 08:26 ET - News Release
See News Release (C-OBM) Oban Mining Corp
Mr. Jose Vizquerra of Oban reports
OBAN MINING CORPORATION ENTERS INTO ARRANGEMENT AGREEMENTS IN RESPECT OF ITS PROPOSED ACQUISITION OF EAGLE HILL EXPLORATION, RYAN GOLD, CORONA GOLD AND TEMEX RESOURCES
Oban Mining Corp., further to the entering into by Oban of binding letter agreements dated June 8, 2015, in respect of the proposed acquisition by Oban of each of Eagle Hill Exploration Corp., Ryan Gold Corp., Corona Gold Corp. and Temex Resources Corp., as announced in Oban's press release dated June 9, 2015, has entered into a definitive arrangement agreement with Eagle Hill, Ryan and Corona, and a definitive arrangement agreement with Temex. As provided for under the Binding LOIs, Oban determined it was appropriate to revise the transaction structure for the acquisitions and proceed by way of plans of arrangement.
Pursuant to the Three Party Arrangement Agreement, Oban will acquire all of the common shares of each of Eagle Hill ("Eagle Hill Shares"), Ryan ("Ryan Shares") and Corona ("Corona Shares") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Three Party Arrangement"). Under the Three Party Arrangement: each holder of Eagle Hill Shares (each an "Eagle Hill Shareholder") (other than Eagle Hill Shareholders validly exercising their dissent rights) will receive ten common shares of Oban (each an "Oban Share") and five warrants entitling the holder to acquire one Oban Share (each an "Oban Warrant") at $0.15 per Oban Share for a period of three years following closing, in exchange for each Eagle Hill Share held; each holder of Ryan Shares (each a "Ryan Shareholder") (other than Ryan Shareholders validly exercising their dissent rights) will receive 1.880 Oban Shares in exchange for each Ryan Share held; and each holder of Corona Shares (each a "Corona Shareholder") (other than Corona Shareholders validly exercising their dissent rights) will receive 7.671 Oban Shares in exchange for each Corona Share held.
Pursuant to the Temex Arrangement Agreement, Oban will acquire all of the common shares of Temex ("Temex Shares") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Temex Arrangement" and, together with the Three Party Arrangement, the "Arrangements"). Under the Temex Arrangement, each holder of Temex Shares (each a "Temex Shareholder") (other than Oban and any Temex Shareholders validly exercising their dissent rights) will receive 0.780 Oban Shares in exchange for each Temex Share held.
Shareholder Approvals
The Three Party Arrangement is subject to, among other things, receiving the requisite approval of the shareholders of each of Oban, Eagle Hill, Ryan and Corona, as described below.
Pursuant to the policies of the Toronto Stock Exchange ("TSX"), Oban will be required to seek the approval of the shareholders of Oban ("Oban Shareholders") of an ordinary resolution approving the Oban Shares that will be issued or issuable in connection with the Arrangements and the previously announced Osisko Private Placement (as defined below) (collectively, the "Share Issuance Resolutions"). It is a condition to the completion of the Three Party Arrangement that the Oban Shareholders shall have approved the issuance of the Oban Shares that will be issued or issuable under the Three Party Arrangement and the Osisko Private Placement.
Eagle Hill Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Eagle Hill Arrangement Resolution") at a meeting of Eagle Hill Shareholders (the "Eagle Hill Meeting"). The requisite approval of the Eagle Hill Arrangement Resolution shall be (I) at least 66 2/3% of the votes cast on the Eagle Hill Arrangement Resolution by the Eagle Hill Shareholders, voting as a single class, present in person or by proxy at the Eagle Hill Meeting; and (II) a simple majority of the votes cast on the Eagle Hill Arrangement Resolution by Eagle Hill Shareholders, voting as a single class, present in person or by proxy at the Eagle Hill Meeting (excluding Eagle Hill Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in Multilateral Instrument 61-101 ("MI 61-101") in accordance with the requirements of MI 61-101). Eagle Hill Shareholders will also be asked to approve a special resolution in connection with the continuance of Eagle Hill from British Columbia to Ontario which is required for the Three Party Arrangement to proceed under the Business Corporations Act (Ontario), and will occur prior to the approval of the Eagle Hill Arrangement Resolution.
Ryan Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Ryan Arrangement Resolution") at a meeting of Ryan Shareholders (the "Ryan Meeting"). The requisite approval of the Ryan Arrangement Resolution shall be (I) at least 66 2/3% of the votes cast on the Ryan Arrangement Resolution by the Ryan Shareholders, voting as a single class, present in person or by proxy at the Ryan Meeting; and (II) a simple majority of the votes cast on the Ryan Arrangement Resolution by Ryan Shareholders, voting as a single class, present in person or by proxy at the Ryan Meeting (excluding Ryan Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).
Corona Shareholders will be asked to approve a special resolution to approve the Three Party Arrangement (the "Corona Arrangement Resolution") at a meeting of Corona Shareholders (the "Corona Meeting"). The requisite approval of the Corona Arrangement Resolution shall be (I) at least 66 2/3% of the votes cast on the Corona Arrangement Resolution by the Corona Shareholders, voting as a single class, present in person or by proxy at the Corona Meeting; and (II) a simple majority of the votes cast on the Corona Arrangement Resolution by Corona Shareholders, voting as a single class, present in person or by proxy at the Corona Meeting (excluding Corona Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).
The Temex Arrangement is subject to, among other things, receiving the requisite approval of the shareholders of each of Oban and Temex.
It is a condition to the completion of the Temex Arrangement that the Oban Shareholders shall have approved the issuance of the Oban Shares to be issued or that will be issuable under the Temex Arrangement.
Temex Shareholders will be asked to approve a special resolution to approve the Temex Arrangement (the "Temex Arrangement Resolution") at a meeting of Temex Shareholders (the "Temex Meeting"). The requisite approval of the Temex Arrangement Resolution shall be (I) at least 66 2/3% of the votes cast on the Temex Arrangement Resolution by the
Temex Shareholders, voting as a single class, present in person or by proxy at the Temex Meeting; and (II) a simple majority of the votes cast on the Temex Arrangement Resolution by Temex Shareholders, voting as a single class, present in person or by proxy at the Temex Meeting (excluding Temex Shares held by certain "interested parties" and "related parties" of any interested parties (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101).
It is expected that the special meeting of the Oban Shareholders to consider the Share Issuance Resolutions (the "Oban Meeting") will be held in August 2015 and that a management information circular (the "Circular") in connection with the Oban Meeting will be mailed to the Oban Shareholders in July 2015. It is expected that the Eagle Hill Meeting, the Ryan Meeting, the Corona Meeting and the Temex Meeting will also be held in August 2015, with the corresponding management information circulars to also be mailed to the shareholders of Eagle Hill, Ryan, Corona and Temex in July 2015.
Closing and Other Conditions
It is a condition to the completion of the Three Party Arrangement that all conditions to completion of the private placement whereby Osisko Gold Royalties Ltd will subscribe for up to 181,818,181 Oban Shares at a price of $0.11 per Oban Share for gross proceeds of up to $20,000,000 (the "Osisko Private Placement"), as announced in Oban's press release dated June 9, 2015, shall have been satisfied or waived.
It is also a condition to the completion of the Three Party Arrangement that shareholders holding no more than 5% of outstanding Eagle Hill Shares, Ryan Shares or Corona Shares shall have exercised dissent rights in respect of the Three Party Arrangement, and it is a condition to completion of the Temex Arrangement that shareholders holding no more than 5% of outstanding Temex Shares shall have exercised dissent rights in respect of the Temex Arrangement.
Completion of the Arrangements is also subject to TSX approval, TSX Venture Exchange approval and approval of the Ontario Superior Court of Justice (Commercial List), as well as the satisfaction of certain other customary conditions for transactions of this nature.
The Arrangements are expected to close in August 2015. Additional details relating to the transactions described herein and details pertaining to each of Eagle Hill, Ryan, Corona and Temex, as well as the combined company expected to result from such transactions, are included in Oban's June 9, 2015 press release, and further details will be provided in the Circular that will be sent to Oban Shareholders and filed on SEDAR in due course.
We seek Safe Harbor.
© 2015 Canjex Publishing Ltd. All rights reserved.
News 
Market Data 
Discover 
