/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE U.S./
TORONTO, Oct. 20, 2017 /CNW/ - Canadian Arrow Mines
Limited (TSX.V:CRO) - ("Canadian Arrow") announces that a
definitive arrangement agreement (the "Agreement") has been signed
with Tartisan Resources Corp. (CSE: TTC) - ("Tartisan") whereby
Tartisan will acquire all of the issued and outstanding common
shares of Canadian Arrow Mines Limited ("Canadian Arrow") by way of
a court-approved plan of arrangement (the "Arrangement") in
accordance with the Business Corporations Act (Ontario) in exchange for common shares in the
capital of Tartisan.
Pursuant to the terms of the Agreement, Tartisan would issue to
Canadian Arrow Mines Limited shareholders one common share of
Tartisan for every 17.5 common shares of Canadian Arrow, resulting
in the issuance of approximately 8,000,000 common shares of
Tartisan. Additionally, Tartisan would issue up to 4,500,000 common
shares of Tartisan to settle Canadian Arrow debt pursuant to debt
conversion agreements with various Canadian Arrow creditors.
Certain lock up provisions are included in the Debt Conversion
Agreements. Tartisan has also agreed to pay the transaction related
expenses of Canadian Arrow.
The proposed transaction provides Canadian Arrow shareholders
with liquidity, sustaining capital and an opportunity to
participate in the potential upside of Tartisan.
The board of directors of Canadian Arrow (the "Canadian Arrow
Board") has approved the Arrangement and the entering into of the
Arrangement Agreement and has determined to recommend that
shareholders of Canadian Arrow vote in favour of the Arrangement.
Completion of the Arrangement is subject to customary closing
conditions, including approval of the Ontario Superior Court of
Justice (Commercial List), the approval of holders of not less than
66 2/3% of the holders of Canadian Arrow Shares voted at a special
meeting of Canadian Arrow shareholders that will be called to
approve the Arrangement (the "Special Meeting") as well as majority
of the minority approval as required under applicable Canadian
securities laws. The Arrangement is also subject to the approval of
the TSX Venture Exchange, the Canadian Securities Exchange and all
applicable regulatory authorities, as well other conditions typical
for a transaction of this nature.
The terms of the Arrangement will be summarized in an
information circular of Canadian Arrow (the "Circular") that is
anticipated to be mailed to the shareholders of Canadian Arrow in
connection with the Special Meeting which is expected to be held in
early January 2018. Canadian Arrow
has received from Harris Capital Corporation an opinion that the
Arrangement consideration is fair, from a financial point of view,
to the shareholders of Canadian Arrow, and retained Fogler Rubinoff
LLP as its legal counsel. Robert M.
Isles is acting as legal counsel to Tartisan. A copy of the
Arrangement Agreement, the Circular and related documents will be
filed with the Canadian regulatory authorities and will be
available for review under Canadian Arrow's SEDAR profile at
www.sedar.com.
The Agreement contains customary non-solicitation provisions
which are subject to Canadian Arrow's right to consider and accept
a superior proposal subject to a matching right in favour of
Tartisan. In the event that the Arrangement is not completed as a
result of a superior proposal or for other certain specified
circumstances, Canadian Arrow will pay Tartisan a termination fee
of $100,000.
The Arrangement constitutes a "business combination" under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101") for Canadian Arrow as
Canadian Arrow is indebted to certain of its directors and such
indebtedness will be settled through the issuance of common shares
of Tartisan in connection with the closing of the
Arrangement. The indebtedness of Dean
MacEachern is approximately $9,000, the indebtedness of Kim Tyler is approximately $5,000 and the indebtedness of George Pirie is approximately $20,000. Although Canadian Arrow does not
consider the amounts of such indebtedness to be material the fact
that such indebtedness is being satisfied through the issuance of
common shares of Tartisan in connection with the completion of the
Arrangement means that the Arrangement is considered to be a
Business Combination for the purposes of MI 61-101. Canadian Arrow
is relying on the formal valuation exemption in section 4.4(a) of
MI 61-101, on the basis that no securities of Canadian Arrow are
listed on the Toronto Stock Exchange or other specified
markets. Canadian Arrow will seek the requisite approvals of
the Arrangement from its shareholders at the Special Meeting.
If the Arrangement is completed, the common shares of Canadian
Arrow will be delisted from the TSX Venture Exchange.
None of the securities to be issued pursuant to the Arrangement
Agreement have been or will be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws, and any securities issued in the
Arrangement are anticipated to be issued in reliance upon available
exemptions from such registration requirements pursuant to Section
3(a)(10) of the U.S. Securities Act and applicable exemptions under
state securities laws. This news release does not constitute an
offer to sell or the solicitation of an offer to buy any
securities.
About Tartisan Resources Corp.
Tartisan Resources Corp. is a Canadian mineral exploration and
development company focused on project generation of precious and
base metal properties. Tartisan owns a 100% stake in the Don Pancho
Zinc-Lead-Silver Project just 9 km from Trevali's Santander Mine
and owns a 100% stake in the Ichuna Copper-Silver Project
contiguous to Buenaventura's San Gabriel Property. Tartisan
Resources portfolio also includes an equity stake (6 million shares
and 3 million warrants @ 40 cents) in
Eloro Resources Ltd. (TSX.V:ELO). Tartisan Resources Corp. common
shares are listed on the Canadian Securities Exchange and is a
Member of the CSE Composite Index (CSE:TTC). There are currently
73,052,443 shares outstanding (90,145,827 fully diluted).
About Canadian Arrow Mines Limited
Canadian Arrow is an experienced exploration and mine operating
team that is focussed on acquiring and developing economically
viable nickel sulphide deposits near existing infrastructure.
Canadian Arrow operates in north-western Ontario, near the towns of Kenora and Dryden. The company's main asset is the
Kenbridge Nickel Project, a nickel-copper sulphide deposit
containing over 98 million lbs of nickel in Measured &
Indicated Resources. The deposit is equipped with a 620m shaft
and has never been mined.
Additional information about Canadian Arrow can be found at the
company's website at www.canadianarrowmines.com or on SEDAR at
www.sedar.com.
Forward Looking Information
Certain information contained in this news release constitutes
forward looking information. All information other than information
of historical fact is forward looking information. The use of any
of the words "intend", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "should", "would",
"believe", "predict" and "potential" and similar expressions are
intended to identify forward looking information. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward looking information. No assurance
can be given that this information will prove to be correct and
such forward looking information included in this news release
should not be unduly relied upon.
The forward looking information provided in this news release is
based upon a number of material factors and assumptions including,
without limitation: (a) that the Arrangement will be completed in
the timelines and on the terms currently anticipated; (b) that all
necessary CSE, TSXV, court and regulatory approvals will be
obtained on the timelines and in the manner currently anticipated;
(c) that all necessary Shareholder approvals will be obtained; and
(d) general assumptions respecting the business and operations of
both Canadian Arrow and Tartisan, including that each business will
continue to operate in a manner consistent with past practice and
pursuant to certain industry and market conditions.
Readers are cautioned that the foregoing list of risks,
uncertainties and assumptions are not exhaustive.
The forward looking information included in this news release is
expressly qualified by this cautionary statement and is made as of
the date of this news release. Neither Canadian Arrow nor Tartisan
undertake any obligation to publicly update or revise any forward
looking information except as required by applicable securities
laws.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Canadian Arrow Mines Limited