ValOro Resources Inc. Mails Information Circular for Special Meeting to be Held on December 19, 2018 Regarding Merger With De...
23 Noviembre 2018 - 1:35PM
ValOro Resources Inc. (TSX-V: VRO) is pleased to announce that
Madam Justice Matthews of the BC Supreme Court issued an order
today authorizing ValOro to call a special general meeting of its
shareholders to consider and, if appropriate, approve by a special
resolution the friendly merger of ValOro and Defiance Silver Corp.
(TSX-V: DEF). Due to unexpected delays in printing and mailing of
the proxy materials, the meeting will be held on Wednesday,
December 19, 2018.
Pursuant to that order, a copy of the Notice of
Meeting is attached hereto, and copies of that Notice, ValOro’s
Information Circular and the court order have been posted on
ValOro’s website. The Notice, Information Circular and a proxy are
being mailed to all shareholders, warrantholders and
optionholders.
About ValOro Resources Inc.
ValOro Resources Inc. (VRO | TSX Venture
Exchange) is a mineral exploration and development company
focused on acquiring, exploring, and developing mineral resource
opportunities with the potential to host profitable mining
operations. The Company's primary focus is the 100% owned Tepal
Gold/Copper Project in Michoacán state, Mexico.
For Further Information Please
Contact:Dunham Craig President and Chief Executive
OfficerTel: 604-694-1742Email: dcraig@valoro.caWebsite:
www.valoro.ca
Neither the TSX Venture Exchange nor the
Investment Industry Regulatory Organization of Canadaaccepts
responsibility for the adequacy or accuracy of this release.
NOTICE (AMENDED) OF SPECIAL GENERAL
MEETING OF SECURITYHOLDERS
NOTICE IS HEREBY GIVEN THAT a
special general meeting (the “Meeting”) of the
holders of common shares (“ValOro Shareholders”
and “ValOro Shares”, respectively), holders of
share purchase warrants (“ValOro Warrantholders”
and “ValOro Warrants”, respectively) and holders
of stock options (“ValOro Optionholders” and
“ValOro Options”, respectively) of ValOro
Resources Inc. ( “ValOro”) will be held
in the boardroom of ValOro’s legal counsel, Northwest Law
Group, at Suite 704, 595 Howe Street, Vancouver,
British Columbia on Wednesday, December 19, 2018
at 10:00 a.m. for the following purposes:
- To consider, pursuant to an interim order of the Supreme Court
of British Columbia made November 22, 2018 (the “Interim
Order”), and, if deemed advisable, to authorize, by way of
a special resolution (the “Arrangement
Resolution”), the full text of which is set forth in
Schedule A to ValOro’s Management Information Circular dated
November 21, 2018 (the “Circular”), an arrangement
under section 288 of the Business Corporations Act (British
Columbia) (“BCBCA”), pursuant to a Plan of
Arrangement set out in an Arrangement Agreement dated November 5,
2018 between ValOro and Defiance Silver Corp. (“Defiance”) under
which Defiance will acquire all of the outstanding ValOro Shares in
consideration of common shares of Defiance (“Defiance
Shares”) on the basis of 0.71 Defiance Shares for each
ValOro Share (the “Exchange Ratio”) and all ValOro
Warrants and ValOro Options will, on exercise, entitle the ValOro
Warrantholders and ValOro Optionholders to acquire Defiance Shares,
in such numbers and at such prices as amended by the Exchange Ratio
(the “Arrangement”), all as described in the
Circular.
- Transact such other business as may properly come before the
Meeting.
Pursuant to the Interim Order,
registered ValOro Shareholders may dissent with respect to
the Arrangement Resolution and, if the Arrangement Resolution is
passed, require ValOro to purchase, pursuant to the BCBCA, all of
their ValOro Shares for their fair value as described in
the Circular under “The Arrangement – Dissent Rights”.
Failure to strictly comply with the requirements with
respect to the dissent rights set forth in the BCBCA may result in
the loss of any right to dissent. ValOro Shareholders who
are beneficial owners of ValOro Shares registered in the name of a
broker, custodian, nominee or other intermediary and who wish to
dissent must make arrangements for their ValOro Shares to be
registered in their name prior to the time the written objection to
the Arrangement Resolution is required to be received by ValOro, or
alternatively, make arrangements for the registered holder of their
ValOro Shares to dissent on their behalf.
ValOro Securityholders are reminded to read the
Circular before voting and, if unable to attend the Meeting in
person, to complete and return the enclosed Proxy (or Request for
Voting Instructions, a “VIF”) in accordance with
its instructions (or vote online). Unregistered ValOro
Securityholders must return their completed VIFs in accordance with
the instructions given by their financial institution or other
intermediary that sent it to them (or vote online).
DATED this 22nd day of November
2018
ON BEHALF OF THE BOARD OF
DIRECTORS
(signed) EVELYN E. ABBOTTCFO and Secretary
Defiance Silver (TSXV:DEF)
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