TORONTO, April 17, 2020 /CNW/ - Excellon Resources Inc.
(TSX: EXN, EXN.WT, OTC: EXLLF and FRA: E4X1) ("Excellon") and Otis
Gold Corp. (TSX-V: OOO, OTC: OGLDF, FRA: 4OG) ("Otis") are
pleased to announce that all resolutions put forth in connection
with their proposed business combination to be completed by way of
a plan of arrangement (the "Arrangement") were
overwhelmingly approved today at the special meeting of
shareholders of Excellon (the "Excellon Meeting") and at the
annual general and special meeting of shareholders of Otis (the
"Otis Meeting").
Highlights
- the Share Issuance Resolution and the Consolidation Resolution
were approved by 98.39% and 91.54%, respectively, of the Excellon
shareholders present in person or represented by proxy at the
Excellon Meeting.
- the Arrangement Resolution was approved by 99.86% of the Otis
shareholders present in person or represented by proxy at the Otis
Meeting.
Excellon President & CEO Brendan
Cahill stated: "We are grateful for the strong support of
our shareholders for our acquisition of Otis Gold and look forward to realizing the
opportunity we see in the Kilgore Project. The world has changed
since we announced this transaction, but gold has played its role
as the ultimate store of value and wealth, increasing in value
against an historically unsettled period in the broader market. We
wish everyone the best of health and a return to everyday life as
soon as possible."
Otis President & CEO
Craig Lindsay stated: "I am
very pleased that the proposed transaction with Excellon was
overwhelmingly approved by shareholders of both Otis and Excellon.
We are excited to partner with an experienced producer to advance
the Kilgore Project. We look forward to the future growth
opportunities this combination creates."
Excellon Shareholder Approvals
At the Excellon Meeting, the ordinary resolution authorizing the
maximum number of common shares of Excellon ("Excellon
Shares") issuable in connection with the Arrangement (the
"Share Issuance Resolution") was approved by approximately
98.39% of all shareholders of Excellon present in person or
represented by proxy at the Excellon Meeting. The shareholders of
Excellon who participated in the vote represented approximately
50.82% of all issued and outstanding Excellon Shares entitled to
vote on the Share Issuance Resolution.
In addition, at the Excellon Meeting, the special resolution
authorizing the consolidation of all of the issued and outstanding
Excellon Shares (the "Consolidation Resolution") was
approved by approximately 91.54% of all shareholders of Excellon
present in person or represented by proxy at the Excellon Meeting.
The shareholders of Excellon who participated in the vote
represented approximately 50.82% of all issued and outstanding
Excellon Shares entitled to vote on the Consolidation
Resolution.
The consolidation ratio, if deteremined to be in the best
interests of Excellon, will be selected by the Excellon board of
directors in its sole discretion, provided that the ratio shall be
no smaller than one new post-consolidation Excellon Share for each
five (5) pre‑consolidation Excellon Shares and no larger than one
new post-consolidation Excellon Share for each ten (10)
pre-consolidation Excellon Shares. The consolidation will
occur at a time determined by the Excellon board of directors and
announced by a press release.
A report of voting results describing the matters voted upon at
the Excellon Meeting is available on SEDAR (www.sedar.com) under
Excellon's issuer profile.
Otis Shareholder Approvals
At the Otis Meeting, the special resolution authorizing the
Arrangement (the "Arrangement Resolution") was approved by
(i) approximately 99.86% of the shareholders of Otis present in
person or represented by proxy at the Otis Meeting, and (ii)
approximately 99.85 % of the shareholders of Otis when excluding
the votes of certain shareholders required in accordance with
Multilateral Instrument 61‑101 – Protection of Minority
Shareholders in Special Transactions, present in person or
represented by proxy at the Otis Meeting. The shareholders of Otis
who participated in the Arrangement Resolution vote represented
approximately 58.6% and 56.7%, respectively, of all issued and
outstanding shares of Otis entitled to vote on the Arrangement
Resolution.
Shareholders of Otis also approved certain annual resolutions at
the Otis Meeting. As such, until the earlier of the
completion of the Arrangement or the next annual meeting of Otis
shareholders: (i) Craig Lindsay,
Sean Mitchell, Donald Ranta, Roger
Norwich, Tim Miller and
Don Poirier have been elected to the
board of directors of Otis; (ii) D+H Group, LLP has been appointed
as independent auditor of Otis; and (iii) Otis' stock option plan
has been re-approved.
Arrangement Update
Completion of the Arrangement remains subject to, among other
things, satisfaction of all conditions precedent to closing the
Arrangement, including the final approval of the British Columbia
Supreme Court. The hearing for the final order of the British
Columbia Supreme Court to approve the Arrangement is scheduled to
take place on April 21, 2020 by
telephone conference. Any Otis shareholders wishing to attend the
court hearing should contact Otis at the address below. Assuming
that all approvals are obtained and all conditions precedent are
satisfied or waived in a timely manner, Excellon and Otis currently
anticipate the closing of the Arrangement to occur on April 23, 2020.
Under the terms of the Arrangement, Excellon will acquire all of
the issued and outstanding common shares of Otis (the "Otis
Shares") and in exchange, holders of Otis Shares will be
entitled to receive 0.23 Excellon Shares in exchange for each
Otis Share held. Further details
regarding the Arrangement are set out in the joint management
information circular of Excellon and Otis dated March 13, 2020, which is available on each of
Excellon's and Otis' websites and SEDAR profiles.
About Excellon
Excellon's 100%-owned Platosa Mine has been Mexico's highest-grade silver mine since
production commenced in 2005. Excellon is focused on optimizing
Platosa's cost and production profile, discovering further
high-grade silver and carbonate replacement deposit mineralization
on the 14,000-hectare Platosa Project and epithermal silver
mineralization on the 100%-owned 45,000-hectare Evolución Property,
and capitalizing on current market conditions by acquiring
undervalued projects. Excellon also holds an option on the 164
km2 Silver City Project in Saxony, Germany, a high-grade epithermal silver
district with 750 years of mining history and no modern
exploration.
Additional details on Excellon's properties are available at
www.excellonresources.com.
About Otis
Otis is a resource company focused on the acquisition,
exploration, and development of precious metal deposits in
Idaho, USA. Otis is currently
developing its flagship property, the Kilgore Project, located in
Clark County, Idaho and the Oakley
Project, located in Cassia County,
Idaho.
Additional details on Otis' properties are available at
www.otisgold.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian securities laws. Such statements in this
press release include, without limitation, statements regarding the
timing of receipt of the final order from the British Columbia
Supreme Court; the timing of the completion of the Arrangement; the
third-party approvals and other conditions required to complete the
Arrangement; the ability of the companies to complete the
Arrangement on the terms announced; and the implementation of the
proposed consolidation and timing in respect thereof. Although the
companies believe that such statements are reasonable, they can
give no assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and
similar expressions, or are those, which, by their nature, refer to
future events. The companies caution investors that any
forward-looking statements are not guarantees of future results or
performance, and that actual results may differ materially from
those in forward looking statements as a result of various factors,
including, but not limited to, the inability to satisfy the
conditions required to complete the Arrangement; the companies not
being able to obtain third-party approvals; the Arrangement being
terminated; variations in the nature, quality and quantity of any
mineral deposits that may be located, significant downward
variations in the market price of any minerals produced, the
inability to obtain any necessary permits, consents or
authorizations required for its activities, to produce minerals
from its properties successfully or profitably, to continue its
projected growth, to raise the necessary capital or to be fully
able to implement its business strategies. The companies do not
undertake, and assume no obligation, to update or revise any such
forward-looking statements or forward-looking information contained
herein to reflect new events or circumstances, except as may be
required by law.
The public disclosure filings of Excellon and Otis may be
accessed via www.sedar.com and readers are urged to review these
materials, including the technical reports filed with respect to
the mineral properties of the Combined Company, and particularly
the September 7, 2018 NI 43-101
technical report prepared by SRK Consulting (Canada) Inc. with respect to the Platosa
Property.
This press release is not and is not to be construed in any
way as, an offer to buy or sell securities in the United States. The distribution of the
Excellon Shares in connection with the transactions described
herein will not be registered under the United States Securities
Act of 1933 (the "U.S. Securities Act") and the Excellon Shares may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the Excellon Shares, nor shall there be any offer or sale of the
Excellon Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Neither the 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 press release.
SOURCE Excellon Resources Inc.
