The Arrangement with Buchans Resources LimitedArrangement Agreement among Canadian Manganese Company Inc., Buchans Resources Limited, and Minco Exploration Limited.
On December 31, 2019, Buchans Resources Limited filed Articles of Arrangement to implement the Plan of Arrangement for a group reorganization and spin-out of subsidiaries, which was approved by shareholders by a 99.87% majority at a Meeting held on December 10, 2019, and by the Ontario Superior Court of Justice on December 19, 2019.
The Effective Date of the Plan of Arrangement is December 31, 2019.
As soon as practicable, Computershare Investor Services will distribute to each Buchans registered shareholder who holds shares in his/her/its name:
- A Direct Registration Advise (DRS) registered in the name of such shareholder representing shares of Canadian Manganese Company Inc. (CUSIP # 136343100) (ISIN # CA1363431000) (“Canadian Manganese”) on the basis of one share of Canadian Manganese for each share of Buchans held; and
- An Exchangeable Warrant Certificate, (CUSIP # 11802F111) (ISIN # CA11802F1119) registered in the name of such shareholder which entitles the holder to exchange each warrant for either one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, on the basis of one Exchangeable Warrant for each share of Buchans held.
Shareholders of record are advised to expect delivery of the DRS Advise and the Exchangeable Warrant Certificate early in 2020, and to contact Computershare Investor Service should they not receive delivery.
Non-registered (beneficial) shareholders who hold their shares of Buchans registered through a nominee, (broker, bank, or other custodian) are advised to contact their nominee to ensure the securities are credited to their accounts.
The mineral exploration business and projects previously owned and operated by Buchans Resources are now held by three separate public companies, namely:
- Buchans Resources which retains its base metals deposits and projects in central Newfoundland near the town of Buchans, and in Labrador, in the Province of Newfoundland and Labrador, Canada, operated by Buchans’ wholly-owned subsidiary, Buchans Minerals Corporation, and its investment in base metal and silver projects in Mexico through an approximately 22% shareholding in Xtierra Inc;
- Canadian Manganese which holds the Woodstock Manganese Project, located west of the town of Woodstock, in the Province of New Brunswick, Canada; and
- Minco Exploration which holds the zinc-lead exploration projects in the Republic of Ireland operated by Minco’s wholly owned subsidiary, Minco Ireland Limited, either alone or in joint ventures with Boliden Tara Mines.
Documents Relating to the Arrangement
The following News Releases were published by Buchans Resources Limited in order to provide its shareholders with information on the Arrangement among Buchans Resources Limited, Canadian Manganese Company Inc., and Minco Exploration Limited.
- News Release – November 4, 2019: Buchans Resources Announces Group Re-Organisation
- News Release – December 10, 2019: Buchans Shareholders Approve Plan of Arrangement, Reorganization and Spin-out of Subsidiaries
- News Release – December 20, 2019: Court Approves Buchans Plan of Arrangement, Group Reorganization and Spin-out of Subsidiaries
- News Release – December 31, 2019: Buchans Files Articles of Arrangement for Group Reorganization and Spin-out of Subsidiares – Plan of Arrangement Effective December 31, 2019 – Application for Listing on TSXV
The following Meeting Materials were published and provided by Buchans Resources Limited in order to advise its shareholders in advanced of the Meeting of Shareholders held December 10, 2019. The Meeting materials are available below:
Canadian Manganese Company Inc.