AbraPlata Completes Plan of Arrangement with Aethon
19 Dec, 2019, 08:00 ET
TORONTO, Dec. 19, 2019 /CNW/ - AbraPlata Resource Corp. (TSX.V:ABRA; OTCPK: ABBRF) ("AbraPlata") and Aethon Minerals Corp. (TSX.V:AET) ("Aethon") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") under the Canada Business Corporations Act (the "CBCA"). The Arrangement was approved by the Aethon shareholders on December 12, 2019 in accordance with the requirements of the CBCA, the Ontario Superior Court of Justice (Commercial List) issued a final order in respect of the Arrangement on December 16, 2019.
Under the terms of the Arrangement, each former Aethon shareholder is now entitled to receive 3.75 common share in the capital of AbraPlata for each Aethon common share held prior to the Arrangement (the "Consideration"). As a result of the Arrangement, the common shares of Aethon (the "Aethon Shares") will be delisted from the TSX Venture Exchange and Aethon will apply to the relevant securities commissions to cease to be a reporting issuer under Canadian securities laws.
Pursuant to the letter of transmittal mailed to Aethon shareholders as part of the material in connection with the special meeting of Aethon shareholders held on December 12, 2019, in order to receive the Consideration to which they are entitled, registered holders of Aethon Shares will be required to deposit their share certificate(s) representing Aethon Shares, together with the duly completed letter of transmittal, with TSX Trust Company, the depositary under the Arrangement. Shareholders whose Aethon Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee with questions regarding the receipt of the Consideration.
Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, as amended, were disclosed in a management information circular of Aethon, which was mailed to holders of Aethon Shares, options, and warrants on November 20, 2019, and which is available under Aethon's profile on SEDAR at www.sedar.com.
Management and Directors
Concurrent with the closing of the Arrangement, AbraPlata will now be led by Aethon's current executive management team. Mr. John Miniotis has been appointed as the President and Chief Executive Officer, David O'Connor has been appointed as Chief Geologist, and Carlos Pinglo has been appointed as Chief Financial Officer and Corporate Secretary. The Board of Directors of AbraPlata has been reconstituted and now consists of the following six directors:
- Robert Bruggeman (Non-Executive Chairman)
- Hernan Zaballa
- John DeCooman
- Jens Mayer
- Sam Leung
- Flora Wood
John Miniotis, the incoming CEO of AbraPlata, commented: "We are very excited to have completed the business combination of Aethon and AbraPlata. The combined entity represents a unique, advanced-stage exploration company with a mineral project portfolio that offers compelling upside potential. The merged company's team has extensive experience with the exploration of epithermal and porphyry deposits, strong relationships in Argentina, and strong background in corporate development and M&A. Our immediate focus will be on advancing the Diablillos project, which has a large Indicated silver and gold resource and the potential for high grade resource expansion, which is currently being drill tested. As the new CEO of the merged company, I am excited about our project portfolio and working with the team from AbraPlata."
Passing of Director Eduardo Perlicz
AbraPlata also announces, with great sadness, the death of long-standing independent director Eduardo Perlicz. Hernan Zaballa, former Chairman of AbraPlata, stated: "While we celebrate the merger with Aethon, this is a very sad time for us in light of the passing of our colleague and friend, Eduardo Perlicz. Eduardo has left his indelible imprint on AbraPlata and his legacy will live on in the company as it enters this exciting new chapter." On behalf of our board of directors, management and employees, we extend our deepest sympathies to the Perlicz family.
About Aethon Minerals
Aethon Minerals is a mineral exploration company focused on creating shareholder value. Aethon has a large prospective land position along prolific mining belts located in northern Chile. Aethon believes it is uniquely positioned for growth and is actively pursuing selective exploration-stage growth opportunities.
AbraPlata is focused on exploring and advancing its flagship Diablillos silver-gold property. In addition, AbraPlata owns the highly prospective Cerro Amarillo property with its cluster of five mineralized Cu-(Mo-Au) porphyry intrusions located in a mining camp hosting the behemoth El Teniente, Los Bronces, and Los Pelambres porphyry Cu-Mo deposits. As well, AbraPlata is advancing Aguas Perdidas, its wholly owned Patagonia-style epithermal Au-Ag property. AbraPlata is based in Vancouver, Canada, and is listed on the TSX-V under the symbol "ABRA".
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 news release.
Except for statements of historical fact relating to Aethon Minerals Corporation or AbraPlata Resource Corp., certain information contained herein constitutes "forward-looking statements" as such term is used in applicable Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "considers", "intends", "targets", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could" in particular, statements related to the delisting of the common shares of Aethon from the TSX-V and Aethon ceasing to be a reporting issuer,. We provide forward-looking statements for the purpose of conveying information about our current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved.
SOURCE Aethon Minerals
For further information: John Miniotis, Chief Executive Officer, AbraPlata Resource Corp., [email protected], Tel: 416-306-8334; Rob Bruggeman, Chairman, AbraPlata Resource Corp., [email protected], Tel: 416-884-3556
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