VANCOUVER, Nov. 10, 2014 /CNW/ - Curis Resources Ltd. (TSX:CUV) ("Curis" or the "Company") announces that its security holders have passed a special resolution approving the previously announced transaction with Taseko Mines Limited ("Taseko"), pursuant to which Taseko will acquire all of the issued and outstanding Curis common shares by way of a statutory plan of arrangement (the "Transaction").
At the special meeting held today in Vancouver, 99.68% of the votes cast by Curis shareholders, 99.72% of the votes cast by Curis security holders voting as a single class, and 99.52% of the votes cast by Curis shareholders (excluding the votes cast by those persons whose votes were excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions for the purposes of obtaining minority approval) were in favour of the Transaction.
The Transaction is subject to the terms and conditions of an Arrangement Agreement (the "Agreement") described in a management information circular dated October 14, 2014. Under the terms of the Agreement, Curis shareholders will receive 0.438 of a Taseko common share ("Taseko Share") for each Curis common share held. Each outstanding option to acquire Curis common shares will be exchanged for Taseko Shares based on an exchange formula set forth in the plan of arrangement implementing the Transaction.
An application for final court approval is expected to be heard by the British Columbia Supreme Court on November 14, 2014. Subject to final court approval being obtained and the satisfaction or waiver of all remaining closing conditions, the Transaction is expected to close before the end of November 2014.
Curis shares are expected to be de-listed from the Toronto Stock Exchange after the closing, following which applications will also be made for Curis to cease to be a reporting issuer in the applicable jurisdictions.
For further details with respect to the voting results at the meeting, please see the Voting Results Report filed at www.sedar.com.
Curis is focused on advancing the 100%-owned Florence Copper project in Arizona, USA, to production. A Phase 1 Production Test Facility ("PTF") for the in-situ copper recovery project is in the final stages of permitting. The PTF includes a 24-well in-situ recovery well field and a state of the art SX-EW plant that will produce 99.99% pure copper cathode. The PTF will assist in demonstrating the science and safety of the in-situ process and provide an opportunity for the public to fully engage and understand this modern copper extraction technology. Florence Copper continues to advance engineering, testwork, environmental studies and permitting for Phase 2 commercial operations.
Headquartered in Vancouver, Canada, Taseko is the owner (75%) and operator of the Gibraltar Mine, the second largest open pit copper-molybdenum mine in Canada. Taseko also owns the New Prosperity Project, one of the largest undeveloped gold-copper deposits in the world. The Aley Niobium Project and Harmony Gold Project provide Taseko with a diverse project pipeline.
Both Taseko and Curis are affiliated with Hunter Dickinson Inc. ("HDI"), a diversified global mining company with a 25-year history of mineral development success.
The technical information on Curis has been reviewed and approved by David Copeland, P.Eng., Curis President and CEO, who is a qualified person.
Forward Looking Statements
No regulatory authority has approved or disapproved the information contained in this news release. This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts that address the Transaction, exploration drilling, exploitation activities and events or developments that the company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Assumptions used by the Company to develop forward-looking statements include the following: the timely receipt of court approval and the satisfaction or waiver of other closing conditions in connection with the Transaction, the Florence Copper project will obtain all required environmental and other permits and all land use and other licenses for construction of the Production Test Facility and full commercial facilities, the Florence Copper project will achieve targeted production levels; studies and development of the Florence Copper project will continue to be positive; contracted parties will provide goods and/or services on the agreed timeframes; equipment necessary for construction and development will be available and will not incur unforeseen breakdowns; no material labour slowdowns or strikes will be incurred; plant and equipment will function as specified; geological or financial parameters will not necessitate future mine plan changes; and no geological or technical problems will occur. Factors that could cause actual results to differ materially from those in forward-looking statements include fluctuations in market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary environmental, land use and other permits, approvals, licenses and title on a timely basis and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, the final outcome of any lawsuits, the continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.
SOURCE: Curis Resources Ltd.
For further information: Susie Bell, Manager Investor Relations, Tel: 604-684-6365, Email: [email protected]