Trigon Metals Inc. Enters Arrangement Agreement to Spin-Out Moroccan Assets
Not for Distribution to United States Newswire Services or for Dissemination in
The proposed spin-out transaction will be completed by way of a plan of arrangement under section 192 of the Canada Business Corporations Act (the “Proposed Arrangement”).
Pursuant to the Proposed Arrangement, it is anticipated that Trigon will distribute to the Trigon Shareholders, on a pro rata basis: (i) all of the outstanding shares in the capital of
The Proposed Arrangement remains conditional on the approval of the Trigon Shareholders at the annual general and special meeting (the “Meeting”), the
It is intended that, as part of the Proposed Arrangement, the Trigon Shareholders will receive one New Trigon Share and 0.5 Spinco Common Shares in exchange for each Trigon Share held immediately prior to completion of the Proposed Arrangement.
The Proposed Arrangement will allow Trigon and
Additional details of the Proposed Arrangement will be provided in a management information circular that will be mailed to Trigon Shareholders prior to the Meeting. At the Meeting, Trigon Shareholders will be asked to vote on a special resolution approving the Proposed Arrangement, and on other matters.
About
Trigon is a publicly-traded Canadian exploration and development company with its core business focused on copper and silver holdings in mine-friendly African jurisdictions. Currently, the company has operations in
Cautionary Notes
This news release includes certain information that may constitute “forward-looking information” under applicable Canadian securities laws. Forward-looking information is often identified by terms such as “will”, “may”, “should”, “anticipates”, “expects” and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties, including statements with respect to the Proposed Arrangement and the expected structure thereof; anticipated shareholder, court and regulatory approvals; benefits of the Proposed Arrangement; the listing of Spinco Common Shares on a stock exchange and timing thereof; anticipated Meeting date; the timing for mailing of an information circular and holding the Meeting; completion of the Concurrent Financing, timing of closing of the Proposed Arrangement and the anticipated benefits of the Proposed Arrangement. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company and, as such, there can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the availability and continuity of financing, potential delays in obtaining all requisite approvals and other risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company does not assume any obligation to update or revise them to reflect new events or circumstances except as required under applicable securities legislation. This news release does not constitute an offer to sell securities and the Company is not soliciting an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Neither the
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For further information:
+1 647 276 6002
jed.richardson@trigonmetals.com
Website: www.trigonmetals.com
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