Chantrell Delivers New Superior Offer for Acquisition of Alexandria
2019年6月27日 - 9:22PM
Chantrell Ventures Corp. (NEX:CV.H) ("
Chantrell")
today announced that it has agreed with Alexandria Minerals
Corporation ("
Alexandria") to increase its offer
for all outstanding shares of Alexandria, pursuant to their
previously announced Plan of Arrangement. Chantrell and Alexandria
have entered into an Amending Agreement which has, among other
things, increased Chantrell's offer from $0.04 to $0.07 for each
Alexandria Share. Under the revised terms, shareholders of
Alexandria (other than Alexandria shareholders validly exercising
their dissent rights, if any) will be entitled to receive 0.018041
common shares of "O3 Mining Inc." in exchange for each Alexandria
share held immediately prior to the effective date of the
Arrangement.
The amended offer price of $0.07 per common
share of Alexandria represents a premium of approximately 100% to
the unaffected Alexandria share price as of the close of trading on
May 13, 2019 and approximately 114% to the 20-day volume weighted
average price of the unaffected Alexandria share price, as of the
close of trading on May 13, 2019.
Chantrell previously announced the entering into
of an Arrangement Agreement with Osisko Mining Inc.
("Osisko") pursuant to which, among other things,
certain non-core assets of Osisko will be transferred to Chantrell,
resulting in the reverse takeover of Chantrell by Osisko. The new
venture will be renamed "O3 Mining Inc.".
In addition to increasing its offer from $0.04
to $0.07 per Alexandria Share, Chantrell's enhanced acquisition
proposal also:
- postpones the meeting of shareholders of Alexandria scheduled
for June 28, 2019 until July 26, 2019, or such other date as may be
ordered by the court, to ensure there is sufficient time to
communicate the new transaction terms to Alexandria
shareholders;
- requires Alexandria to issue a press release announcing the
entering into of the Alexandria-Chantrell Agreement Amendment as
well as the postponement of the meeting as described above;
- increases the break fee from $875,000 to $2,200,000;
- extends various outside dates;
- reduces the right to match period from ten business days to
five business days;
- increases the dollar amount of the loan provided by Osisko to
Alexandria against agreed upon budgets, and accelerates the
repayment of the loan in the event of termination of Alexandria's
agreement with Chantrell; and
- provides for the repayment of certain fees and expenses
incurred by Alexandria but paid for by Chantrell in the event of
termination of Alexandria's agreement with Chantrell.
Chantrell has also determined that it will
extend the time for deposit of proxies for its own annual general
and special meeting of shareholders, to be held at 8:30 am (Toronto
time) on Friday, June 28, 2019, to the start of that meeting.
Chantrell's shareholder meeting has been called, among other
things, to approve the plan of arrangement with Osisko.
About Chantrell Ventures
Corp.
Chantrell's mission is to enhance shareholder
value through the acquisition and development of mining properties,
with a bias towards gold projects in Ontario and Québec.
For further information on Chantrell Ventures
Corp., please contact: Paul Parisotto President, CEO and Director
(416) 874-1702.
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