Originally posted by melinvest
Melior Shareholders Approve Previously Announced Plan of Arrangement
TORONTO, Nov. 27, 2018 (GLOBE NEWSWIRE) -- Melior Resources Inc. (TSXV: “MLR”
(“Melior” or the “Company” today announces the results of its annual and special meeting (the “Meeting” of holders of the common shares of the Company (the “Shareholders” held today. At the Meeting, Shareholders passed a resolution (the “Arrangement Resolution” to approve Melior’s previously announced arrangement under the Business Corporations Act (British Columbia) (the “Arrangement” with Metallica Minerals Limited (“Metallica”. Under the Arrangement, all of the issued and outstanding common shares of Melior (the “Melior Shares” will be acquired by Metallica in exchange for Metallica ordinary shares at an exchange ratio of twenty (20) Metallica shares for every one (1) Melior Share.
The required shareholder approval thresholds were met to pass the Arrangement Resolution, with the Arrangement being approved by (i) approximately 100% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, and (ii) approximately 99.98% of the votes cast by Shareholders, other than those votes that were required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Approximately 78.95% of the Common Shares were represented in person or by proxy at the Meeting.
Completion of the Arrangement is subject to approval of the Arrangement by shareholders of Metallica and the receipt of a final order of the Supreme Court of British Columbia (the “Court”, which final order is expected to be sought on December 21, 2018. The Metallica shareholders meeting date is to be announced. In addition, certain closing conditions customary in transactions of this nature are required in order for the Arrangement to occur. Provided that approval of the Arrangement by shareholders of Metallica is obtained, approval of the Court is granted and all other closing conditions are satisfied or waived, the Arrangement will be completed later in December 2018 and the Melior Shares will be de-listed from the TSX Venture Exchange thereafter. The completion deadline for the Arrangement under the Arrangement Agreement (as defined below) is December 31, 2018.
In addition, the Shareholders passed an ordinary resolution approving an application post-closing of the Arrangement by Metallica to the Ontario Securities Commission for exemptive relief so that Metallica is permitted to report as a “designated foreign issuer” under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.
All other annual meeting matters including the election of directors presented to Shareholders at the Meeting were also passed with the requisite approval thresholds.
About Melior
Melior is the owner and operator of the Goondicum ilmenite and apatite mine located in Queensland Australia. Further details on Melior and the Goondicum mine can be found at www.meliorresources.com and regulatory filings are available on SEDAR.
Melior is incorporated under the provisions of the Business Corporations Act (British Columbia) and has a registered office in Vancouver, British Columbia. Melior is classified as a Tier 1 Mining Issuer under the policies of the TSX Venture Exchange.
In reading the subject Melior announcement I noted......"
The required shareholder approval thresholds were met to pass the Arrangement Resolution, with the Arrangement being approved by (i) approximately 100% of the votes cast by Shareholders present in person or represented by proxy at the Meeting
......."
The fact that 100% of Melior shareholders approved the proposed merger with Metallica made me wonder if they thought they were onto a really great thing in their favour.
I also noted that ....."Under the Arrangement, all of the issued and outstanding common shares of Melior (the “Melior Shares” will be acquired by Metallica in exchange for Metallica ordinary shares at an exchange ratio of twenty (20) Metallica shares for every one (1) Melior Share.
" ...That sounds like a deal that had been dropped from Heaven.
Share number comparisons can be rather misleading which prompted me to look up Melior's Market Capital on the Toronto Exchange which turned out to be C$12.90M (1 A$ =0.96 C$). The ASX tells me that MLM's Market Capital is about the same at A$12M.
Melior in its March 2018 Quarterly Report (last report issued) forecasts a Q3
negative balance of (C$(-0.5M)) while MLM has reported a Q3
positive balance of A$5.2M.
I suspect the future of bauxite from the Gulf is a little more certain than Ilmenite from the Centre and this coupled with the additional assets that MLM brings to the proposed merger makes me wonder (fancifully?) if the 64/36 percentage result proposed is wrongly skewed? Perhaps the tabling of the "Independent Expert" Report might allay any fears?
Sad to be negative but the performance of the MLM Board in recent times does not fill one with confidence. The proposed doubling of directors to six for a very small cap company also makes one wonder if in the proposed merger SHs best interests are to the fore.
It would be great to hear what others think.
