TORONTO, Sept. 14, 2015 /CNW/ - Temex Resources Corp. ("Temex" or the "Company") (TSX-V: TME, FWB: TQ1) is pleased to report the results of the Annual and Special Meeting of Shareholders held today in Toronto, Ontario (the "Meeting"), at which all resolutions were approved by shareholders. The proposed plan of arrangement (the "Arrangement") with Lake Shore Gold Corp. ("Lake Shore Gold") received overwhelming shareholder support with approximately 88% of shares voted FOR the Arrangement (after excluding the votes required to be excluded in accordance with the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions).
Approximately 44% of the issued and outstanding shares were voted at the Meeting with the following results:
- Auditors: parker simone LLP were re-appointed as auditors of the Company and the directors were authorized to fix the remuneration of the auditors;
- Directors: Peter Akerley, Ian Campbell, Bruce Durham, René Marion, and Edward Reeser were re-elected to the Board of Directors of the Company;
- Stock Option Plan: the Company's Stock Option Plan was approved;
- New By-Law: the By-Law No. 6, which repeals By-law Nos. 1, 2, 3 and 5, was ratified and confirmed;
- Shareholder Rights Plan: the continuation of Temex's amended and restated Shareholder Rights Plan was confirmed, ratified and approved; and
- Arrangement Resolution: the special resolution regarding the proposed plan of arrangement with Lake Shore Gold was authorized, approved and adopted.
It is anticipated that the Arrangement will be completed as soon as practicable following receipt of the final order of the Ontario Superior Court of Justice, which is expected to be obtained on or about September 16, 2015, and following the satisfaction or waiver of all other conditions precedent to the Arrangement. Under the Arrangement, among other things, (a) holders of Temex shares will receive, in respect of each Temex share that they hold, 0.105 of a common share of Lake Shore Gold and (b) Lake Shore Gold will acquire all of the issued and outstanding Temex shares.
Cautionary Note Regarding Forward-Looking Information
This press release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained or referred to in this press release includes, but may not be limited to, the completion and expected timing of the Arrangement and the anticipated benefits of the Arrangement to Temex shareholders.
Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to the Company's or Lake Shore Gold's inability to satisfy a condition precedent to the completion of the Arrangement (including obtaining the necessary regulatory approvals), other risks related to the completion of the Arrangement and risks related to the inability of each of the Company and Lake Shore Gold to perform its respective obligations under the arrangement agreement in respect of the Arrangement (the "Lake Shore Gold Arrangement Agreement") as well as certain other risks set out in the Company's public documents, including its management's discussion and analysis dated May 31, 2015, filed under the Company's profile on SEDAR at www.sedar.com.
The forward-looking information in this press release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this press release, the Company has made assumptions about: the Company's business, Lake Shore Gold's business, the economy and the Company's and Lake Shore Gold's industry in general, Lake Shore Gold's ability to complete the Arrangement and to perform its obligations under the Lake Shore Gold Arrangement Agreement, and Lake Shore Gold's capital, resources and willingness to rapidly advance their exploration stage portfolio. The Company has also assumed that no significant events occur outside of the Company's or Lake Shore Gold's normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise.
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 release.
SOURCE Temex Resources Corp.
For further information: Temex Resources Corp., Ian Campbell, President and CEO, Tel: 416-862-2246, Toll Free: 1-866-373-6287, [email protected]; Lake Shore Gold Corp., Tony Makuch, President and CEO, (416) 703-6298; Mark Utting, Vice-President, Investor Relations, Lake Shore Gold Corp., (416) 703-6298, www.lsgold.com