JOHANNESBURG, Aug. 2, 2019 /CNW/ - Atlatsa Resources
Corporation ("Atlatsa" or the "Company") (TSX:
ATL; JSE: ATL) shareholders ("Shareholders") are
referred to the comprehensive restructuring and going private
transaction announcement published by the Company on December 12, 2018 and the notice of special
meeting and management information circular to Shareholders dated
Thursday, July 4, 2019
("Circular"), wherein Shareholders were advised of, inter
alia, the Composite Transaction (as defined in the Circular) to
be implemented by way of a Canadian court-approved plan of
arrangement ("Plan of Arrangement") under section 288 of the
Business Corporations Act (British
Columbia), (the "Arrangement").
Atlatsa is pleased to announce that the Shareholders
overwhelmingly voted in support of the Arrangement at the special
meeting of Shareholders held on Friday,
August 2, 2019 (the "Meeting").
Unless otherwise defined, capitalised words and terms contained
in this announcement shall bear the meanings ascribed thereto in
the Circular.
- RESULTS OF THE SPECIAL MEETING
A total of 503 678 682 Shares, representing 90.85% of
the Company's issued and outstanding shares as of the Record Date,
were represented in person or by proxy at the Meeting. The
Arrangement Resolution required the approval of not less than:
(i) three-quarters of the votes cast on it by or on behalf of
the Shareholders present in person or represented by proxy at the
Meeting; and (ii) a simple majority of the votes cast on it by or
on behalf of the Minority Approval Shareholders present in person
or represented by proxy at the Meeting.
Approximately 99.91% of voting Shareholders and 98.77% of
voting Minority Approval Shareholders, present in person or
represented by proxy at the Meeting, voted in favour of the
Arrangement Resolution.
Details of the above voting results will be made available under
the Company's profile on SEDAR, at: www.sedar.com.
- UPDATE ON THE CONDITIONS TO EFFECTIVENESS OF THE
ARRANGEMENT
Although the Arrangement Resolution was approved at the
Meeting, implementation of the Arrangement remains subject to the
fulfilment or waiver of the remaining conditions to effectiveness
of the Arrangement, which include, inter alia, the granting
of the final order by the Supreme Court of British Columbia, in a form acceptable to the
Company and the Requisite Consenting Parties, approving the
Arrangement ("Final Order"). The Company expects to apply
for the Final Order on or about Thursday,
August 8, 2019.
- FURTHER INFORMATION
Further details regarding the salient dates for the
settlement of the Share Cash-Out Consideration and the delisting
from the TSX and the JSE will be published, following the
fulfilment, satisfaction or waiver of the remaining conditions to
effectiveness of the Arrangement.
Shareholders are reminded to submit their Letter of Transmittal or
Form of Surrender, providing for the delivery of Common Shares and
receipt of the Share Cash-Out Consideration, in accordance with the
terms set out therein.
- QUERIES
For further information please contact
Joel Kesler
Chief Commercial Officer
Office: +27 10 286 1166
Email: Joel@atlatsa.com
Corporate Advisor,
transaction and JSE Sponsor to Atlatsa:
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One
Capital
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South African
attorneys to Atlatsa:
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Cliffe Dekker Hofmeyr
Inc.
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Canadian legal
counsel to Atlatsa:
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Stikeman Elliott
LLP
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U.S. legal counsel
to Atlatsa:
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Skadden, Arps, Slate,
Meagher & Flom LLP
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Independent
Financial Advisor to the Special Committee:
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Duff & Phelps
Canada Limited
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Cautionary note regarding forward-looking
information
This document contains "forward-looking statements" within the
meaning of the applicable Canadian securities laws, that are based
on Atlatsa's expectations, estimates and projections as of the
dates as of which those statements are made, including statements
relating to the Arrangement, the completion and effective date of
the Arrangement, the receipt of necessary approvals, including
applicable court, governmental entity, TSX, JSE and regulatory and
other third-party approvals and consents. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology and can be identified by words such as
"anticipate", "estimate", "project", "expect", "intend", "believe",
"plan", "forecasts", "predicts", "schedule", "forecast", "predict",
"will", "could", "may", or their negatives or other comparable
words.
Such forward-looking statements and forward-looking information
are based, in part, on factors and assumptions that may change,
thus causing actual results to differ from those expressed by the
forward-looking statements or forward-looking information. Such
factors and assumptions include the approval of the Plan of
Arrangement by the court, governmental entities, TSX, JSE and
regulatory and other third-party approvals and consents, and the
implementation of the terms of the Plan of Arrangement, the
agreement relating to the Prospecting Rights Disposition and
the agreement relating to the RPM Debt Write-Off and the ATH
Debt Write-Off.
Such forward-looking statements and forward-looking
information involve known and unknown risks, uncertainties and
other factors that may cause Atlatsa's actual results, performance
or achievements to be materially different from any future results,
performance or achievements that may be expressed or implied by
such forward-looking statements or forward-looking
information. Such risks and factors include, but are not limited
to, the failure to satisfy the conditions to closing of the
Arrangement, including the receipt of the required
court, governmental entities, TSX, JSE and other
regulatory and other third-party approvals and
consents, the occurrence of any event, change or
other circumstance that could give rise to the termination of,
or failure to complete, the Arrangement, or a material adverse
effect with respect to the Company, uncertainties related to
the implementation of the Arrangement; uncertainties related to
satisfying the conditions precedent of the Arrangement.
Atlatsa advises Shareholders that these cautionary remarks
expressly qualify in their entirety all forward-looking statements
and forward-looking information attributable to Atlatsa or persons
acting on its behalf. Atlatsa assumes no obligation to update
any forward-looking statements or forward-looking
information to reflect actual results, changes in assumptions
or changes in other factors affecting such statements or
information, except as required by law. Shareholders should
carefully review the cautionary notes and risk factors contained in
this document and other documents that Atlatsa files from time to
time with, or furnishes to, the Canadian securities
regulators and which are also available under the Company's
profile on SEDAR at www.sedar.com.
SOURCE Atlatsa Resources Corporation