Bonterra and Metanor Provide Transaction
Timing Update
VANCOUVER and VAL-D'OR, QC, Sept. 18,
2018 /CNW/ - BONTERRA RESOURCES INC. ("Bonterra")
(TSX-V:BTR, US:BONXF, FSE:9BR1) and METANOR RESOURCES INC.
("Metanor") (TSX-V:MTO) are pleased to announce that each of
their respective previously announced plans of arrangement
(respectively, the "Bonterra Arrangement" and the
"Metanor Arrangement"), have been approved by their
respective securityholders today. The Bonterra Arrangement, which
involves spinning out of certain assets of Bonterra to Gatling
Exploration Inc. ("Bonterra Spinco" or "Gatling"),
was approved by shareholders and optionholders of Bonterra
(together, the "Bonterra Securityholders") at a special
meeting (the "Bonterra Meeting") of the Bonterra
Securityholders held today. At the Bonterra Meeting, a special
resolution approving the Bonterra Arrangement was approved by: (i)
97.58% of the votes cast by Bonterra shareholders; and (ii) 97.76%
of the votes cast by Bonterra Securityholders, voting together as a
single class. The Metanor Arrangement, which involves acquisition
of all shares of Metanor by Bonterra was approved by shareholders
and optionholders of Metanor (together, the "Metanor
Securityholders") at a special meeting (the "Metanor
Meeting") of the Metanor Securityholders held today. At the
Metanor Meeting, a special resolution approving the Metanor
Arrangement was approved by: (i) 87.44% of the votes cast by
Metanor shareholders; and (ii) 87.96% of the votes cast Metanor
Securityholders, voting together as a single class.
Both arrangements are still subject to final approval by the TSX
Venture Exchange ("TSX-V") and the Supreme Court of
British Columbia (the "BC
Court"), in the case of the Bonterra Arrangement, and the
Superior Court of Quebec (the
"Quebec Court"), in the
case of the Metanor Arrangement. The BC Court hearing for obtaining
a final order approving the Bonterra Arrangement is scheduled to
take place on September 20, 2018. The
Quebec Court hearing for obtaining
a final order approving the Metanor Arrangement is scheduled to
take place on September 21, 2018.
Completion of both arrangements is expected to occur on
September 24, 2018. The Bonterra
Arrangement will be completed first, followed immediately by the
Metanor Arrangement. Under the Bonterra Arrangement, Bonterra
shareholders of record at the close of business on Friday, September 21, 2018, will receive one
common share of Gatling for every seven common shares of Bonterra
held.
Upon completion of the Metanor Arrangement, all of shares of
Metanor shall be owned by Bonterra. Holders of Metanor shares will
not have any right to receive any Bonterra Spinco shares under the
Bonterra Arrangement.
Under the Bonterra Arrangement, Gatling shall receive Bonterra's
Larder Lake assets in Ontario and approximately $7,000,000 in cash. An application for listing of
the Gatling shares on TSX-V has been filed, however listing is
subject to final TSX-V acceptance.
Additional information regarding the terms of the Metanor
Arrangement are set out in Metanor's management information
circular dated August 15, 2018, which
is available under Metanor's profile at www.sedar.com.
Additional information regarding the terms of the Bonterra
Arrangement are set out in Bonterra's management information
circular dated August 15, 2018, which
is available under Bonterra's profile at www.sedar.com.
ON BEHALF OF THE RESPECTIVE BOARDS OF DIRECTORS,
Nav Dhaliwal, President &
CEO
Bonterra Resources Inc.
Greg Gibson, Interim CEO
Metanor Resources Inc.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement: Certain information contained in this
press release constitutes "forward-looking information", within the
meaning of Canadian legislation concerning the completion of the
Bonterra Arrangement and the Metanor Arrangement. Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur", "be achieved" or "has the potential
to". Forward looking statements contained in this press release may
include statements regarding Bonterra's and Metanor's ability to
complete the Bonterra Arrangement and Metanor Arrangement,
respectively, and the anticipated effective date of the Bonterra
Arrangement and Metanor Arrangement, which involve known and
unknown risks and uncertainties which may not prove to be accurate.
Actual results and outcomes may differ materially from what is
expressed or forecasted in these forward-looking statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Among those
factors which could cause actual results to differ materially are
the following: uncertainties as to the timing of the Bonterra
Arrangement and Metanor Agreement and satisfaction of the
respective conditions thereto, market conditions and other risk
factors listed from time to time in Bonterra's and Metanor's
reports filed with Canadian securities regulators on SEDAR at
www.sedar.com. The forward-looking statements included in this
press release are made as of the date of this press release and
both Bonterra and Metanor disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities legislation.
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SOURCE Bonterra Resources Inc.