Annual Meeting of Shareholders

The Plan of Arrangement

 

On October 28, 2019 Buchans Resources Limited, Canadian Manganese Company Inc. and Minco Exploration Limited (collectively the “Companies”) entered into an agreement (the “Arrangement Agreement”) under which they agreed to adopt and implement a group restructuring under a Court supervised Plan of Arrangement (the “Arrangement”) whereby the shares of two of Buchans’ wholly-owned subsidiaries will be distributed to Buchans Shareholders and both will become stand-alone, public companies.

Under the proposed Plan of Arrangement, if approved, shareholders will retain their existing shares of Buchans and Buchans will distribute to its shareholders, pro rata, (i) all of the shares of Canadian Manganese Company Inc. (“Canadian Manganese”), on the basis of one share of Canadian Manganese for each share of Buchans held; and (ii) non-transferrable, exchangeable warrants entitling shareholders to receive one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, for each share of Buchans held. Any exchangeable warrants which remain unexercised on the first anniversary of the date that the Arrangement becomes effective will be automatically exchanged for shares of Minco Exploration.

A full description of the proposed Arrangement is contained in the Circular below.

Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of Buchans Resources Limited (the “Corporation”) will be held at 55 University Avenue, Suite 1805, Toronto, Ontario M5J 2H7 on Tuesday, December 10th, 2019 at 12:00 Noon (Toronto time) for the following purposes:

  1. to receive the report of the Directors and consider the Financial Statements of the Corporation for the financial year ended December 31, 2018, together with the report of the Auditors thereon;
  2. to elect Directors;
  3. to appoint Auditors;
  4. to consider and, if thought fit, to pass a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) among the Corporation, its securityholders, Canadian Manganese Company Inc. (“Canadian Manganese”) and Minco Exploration Limited (“Minco”), pursuant to which the Corporation’s shareholders will receive shares of Canadian Manganese and non-transferrable, exchangeable warrants of Buchans exchangeable for shares of Minco or additional shares of Buchans at the holder’s option; and,
  5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

All shareholders are invited to attend the Meeting. Only shareholders at the close of business on November 8th, 2019 are entitled to receive notice of and vote at the Meeting.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the attached Management Information Circular (the “Circular”), so that as large a representation as possible may be had at the Meeting.

The Circular has been prepared to help you make an informed decision on each of the matters to be voted on at the Meeting. Please review the Circular carefully before voting.

The Meeting materials are available below:

Management’s Information Circular

Notice of Meeting