VANCOUVER, April 6, 2015 /CNW/ - Callinan Royalties Corporation ("Callinan") (TSX: CAA) today announces the SEDAR filing and mailing of the shareholder meeting materials for the previously announced Plan of Arrangement (the "Arrangement") with Altius Minerals Corporation ("Altius"). As Callinan announced by press release on March 5, 2015, this is a friendly transaction recommended by Callinan's Board, whereby Altius will acquire each outstanding Callinan common share ("Common Share") for 0.163 of an Altius common share and C$0.203 in cash, valuing each Common Share at approximately C$2.31 based on the closing price of Altius at April 2, 2015.
Callinan shareholders as of the record date of March 18, 2015 will receive proxy voting materials in advance to vote by proxy or in person at a Special Meeting of Callinan shareholders (the "Meeting") to be held April 28, 2015 at 2:00 p.m. (PDT) at the offices of Boughton Law Corporation located at Suite 700 – 595 Burrard Street, Vancouver, British Columbia V7X 1S8. The Meeting materials will include a Management Proxy Circular that contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the risks associated with the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving payment for Common Shares, voting at the Meeting and other related matters. Shareholders are urged to carefully review the Management Proxy Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders. Assuming a successful shareholder vote, that the Final Court Order is obtained and that the other conditions required under the Arrangement are met, closing is expected to occur on or about May 5, 2015.
Callinan has engaged Laurel Hill Advisory Group as its proxy solicitor in connection with the Arrangement and asks that you contact Laurel Hill if you have any questions or require assistance with voting. Laurel Hill can be reached by email at [email protected] or by telephone at 1-877-452-7184 (416-304-0211 collect).
Callinan also notes the announcement made March 26, 2015 by Altius of its introduction of a dividend policy and quarterly dividend payable to Altius shareholders. Altius has announced that the first quarterly dividend payable to Altius shareholders of $0.02 per share is expected to be paid on or about April 20, 2015.
About Callinan Royalties
Callinan Royalties Corporation is one of the oldest public companies in Canada and one of the first explorers that led to the development of the Flin Flon, Manitoba copper-zinc district. Callinan holds a portfolio of royalties, including its cornerstone 4% Net Smelter Royalty on the Hudbay 777 Mine located in Manitoba.
The Company invests its robust cash position to provide alternative financing options to mineral exploration and development companies with attractive projects and excellent management.
Callinan has a strong financial position with no debt, recurring annual cash flow from the 777 royalties and approximately 49.4 million shares outstanding.
Copies of the Meeting materials and certain related documents are available on SEDAR at www.sedar.com and on the Company's website.
Laurel Hill Advisory Group
This press release includes certain statements that constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include statements regarding the completion of the Arrangement, approval of the Arrangement by Callinan shareholders and the court, the timing of the Arrangement and the benefits of the Arrangement. Such forward-looking statements are typically identified by words such as "believe", "anticipate", "estimate", "project", "intend", "expect", "may", "will", "plan", "should", "would", "contemplate", "possible", "attempts", "seeks" and similar expressions. Forward-looking statements may relate to future outlook and anticipated events or results.
By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of important factors, many of which are beyond Callinan's control, could cause actual results to differ materially from the estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, the ability to obtain approval of the Arrangement by the Callinan shareholders and the court and to obtain the other regulatory approvals, the ability of the parties to satisfy the conditions of the Arrangement and the possible occurrence of any other event, change or other circumstance that could give rise to the termination of the Arrangement Agreement, or the delay of consummation of the Arrangement or failure to complete the Arrangement for any other reason.
Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, Callinan does not assume any obligation to update, or to publicly announce the results of any change to, any forward-looking statement contained herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.
SOURCE Callinan Royalties Corporation
For further information: Glenn Brown, CEO - Extension 3 or Flora Wood, Corporate Communications - Extension 4, 1-604-424-8639, [email protected] OR Laurel Hill Advisory Group, 1-877-452-7184, [email protected]