Anacott Resources Corp.

June 26, 2017 19:11 ET

Anacott Resources Corp. Announces Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 26, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Anacott Resources Corp. ("Anacott" or the "Company") is pleased to announce a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the "Arrangement"), pursuant to which the Company plans to spin out seven wholly-owned subsidiaries of the Company (collectively, the "Subsidiaries") by way of distributing the securities of the Subsidiaries held by Anacott to the shareholders of Anacott ("Anacott Shareholders").

The Arrangement

Under the terms of the Arrangement Agreement, each Anacott Shareholder shall receive: (i) 1.00 common share of Silverstone Resources Corp. ("Silverstone"); (ii) 0.71 of a common share of Buckingham Copper Corp. ("Buckingham"); (iii) 0.71 of a common share of Stowe One Investments Corp. ("Stowe"); (iv) 0.71 of a common share of Lillingstone Metals Inc. ("Lillingstone"); (v) 0.71 of a common share of 2583262 Ontario Inc. ("258"); (vi) 0.71 of a Class A unit of Chackmore Unit Trust ("Chackmore"); and (vii) 0.71 of a Class A unit of Akeley Unit Trust ("Akeley"), for each outstanding common share of Anacott held (the "Distributed Securities").

In addition to the distribution of the Distributed Securities to the Anacott Shareholders, each currently outstanding common share of Anacott ("Common Share") shall be exchanged for a new common share of Anacott ("New Common Share"), on the basis of one New Common Share for each one Common Share, and each Common Share purchase warrant of Anacott ("Warrant") shall be exchanged for one New Common Share purchase warrant of Anacott ("New Warrant"), which New Warrants shall have the same terms, including exercise price and expiry date, as the Warrants.

Following completion of the Arrangement, each of the Subsidiaries will be a separate unlisted reporting issuer in the Provinces of Alberta and British Columbia. Anacott has no material assets, and does not carry on any business as of the date hereof, and following the completion of the Arrangement, neither Anacott nor any of the Subsidiaries will have any material assets or carry on any active business, other than the identification and evaluation of potential acquisitions of value accreting assets or businesses.

The Arrangement is anticipated to close in late July 2017. Closing of the Arrangement is subject to the approval of not less than 662/3% of the votes cast by holders of Common Shares at the Anacott Meeting (as defined below). The Arrangement is also subject to, among other conditions, the approval of the Supreme Court of British Columbia, the receipt of all necessary regulatory approvals and satisfaction of certain other closing conditions that are customary for a transaction of this nature.

It is anticipated that a meeting of the holders of Common Shares will be held on or around July 27, 2017 (the "Anacott Meeting") following the mailing to the holders of Common Shares of a management information circular regarding the Arrangement.

Anacott Board Approval and Recommendation

The Board has unanimously approved the Arrangement Agreement, determined that the Arrangement is in the best interests of Anacott and the securityholders of Anacott, and the Board has unanimously resolved to recommend that the securityholders of Anacott vote in favour of the Arrangement, at the Anacott Meeting in respect of the holders of Common Shares, and by way of consent resolution in respect of the holders of Warrants.

Strategic Rationale

The key benefits to holders of Common Shares with respect to the Arrangement are as follows:

  • the Arrangement is anticipated to result in separate and well-focused entities, each of which will provide a platform for transactions that the directors, or trustees, as the case may be, wish to target, which will provide a transaction advantage to competitors in Canada and abroad;
  • each of the entities resulting from the Arrangement will be better able to pursue its own specific business strategies without being subject to financial or other constraints of the businesses of the other entities, providing new and existing shareholders with optionality as to investment strategy and risk profile;
  • each entity resulting from the Arrangement will be better able to focus on a specific industry and geographic location, allowing such entities to be more readily understood by investors and better positioned to raise capital;
  • the Arrangement will result in separate non-listed public entities, which is anticipated to benefit the Anacott Shareholders as a result of each of the entities:
  1. being better able to align management and employee incentives with the interests of shareholders;
  2. having the ability to effect acquisitions by way of public share issuances; and
  3. being able to apply to become "short form eligible" by filing, among other things, an Annual Information Form, allowing such entity to raise capital under the short form prospectus regime governed by Canadian securities legislation, which is anticipated to create financing advantages; and
  • following the Arrangement, each resulting entity will be a reporting issuer under Canadian securities legislation and accordingly, the Anacott Shareholders will continue to benefit from public company oversight from the securities commissions and the higher continuous disclosure, governance and financial statement requirements applicable to public companies.

Complete details of the terms of the Arrangement are set out in the Arrangement Agreement, which will be filed by Anacott and will be available for viewing under Anacott's profile at www.sedar.com.

ADVISORY ON FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Anacott as of the date of this news release, unless otherwise stated. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: anticipated benefits of the Arrangement to the Anacott Shareholders, the timing and anticipated receipt of required regulatory, court and securityholder approvals for the Arrangement; the ability of Anacott to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the management information circular regarding the Arrangement and the holding of the Anacott Meeting. Such forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Investors are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions.

In respect of the forward-looking statements concerning the anticipated benefits and completion of the proposed Arrangement and the anticipated timing for completion of the Arrangement, Anacott has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the time required to prepare and mail securityholder meeting materials, including the required information circular; the ability of Anacott to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third party approvals, and the ability of each of the parties to the Arrangement Agreement to satisfy, in a timely manner, the other conditions to the closing of the Arrangement.

The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary securityholder, regulatory, court or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release.

Since forward-looking statements addresses future events and conditions, such information by its very nature involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to risks such as failure to obtain required approvals; increased costs and expenses; interest rate and exchange rate fluctuations; competition; failure to realize the anticipated benefits of the Arrangement; and changes in legislation, including but not limited to tax laws. Risks and uncertainties inherent in the nature of the Arrangement include the failure to obtain necessary securityholder, regulatory, court and other third party approvals, or to otherwise satisfy the conditions to the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure to otherwise satisfy the conditions to the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all.

Readers are cautioned that the foregoing list of factors is not exhaustive. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Anacott undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

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