AQM Copper Inc.
TSX VENTURE : AQM
BVL : AQM

AQM Copper Inc.

December 14, 2016 16:35 ET

AQM Copper Mails Special Meeting Materials to Approve Acquisition by Teck

- Value Maximizing Acquisition with Compelling Premium to AQM Shareholders

- Arrangement Affords Opportunity to Realize Immediate and Certain Fair Cash Value for Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 14, 2016) - AQM Copper Inc. (TSX VENTURE:AQM)(BVL:AQM) ("AQM" or the "Company") is pleased to announce that it has filed and mailed its management information circular (the "Circular") and related proxy materials to its holders of shares ("Shareholders"), options ("Options") and deferred share units ("DSUs") (together, "Securityholders") in connection with the special meeting of Securityholders to be held at 9:00 a.m. (Vancouver time) on Monday, January 9, 2017 (the "Meeting").

At the Meeting, Securityholders will be asked to approve the Company's previously announced transaction with Teck Resources Limited (TSX:TECK.A and TECK.B / NYSE:TECK) ("Teck") whereby Teck will acquire all of the issued and outstanding common shares of AQM ("Shares") that are not already owned by Teck or its affiliates by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") as described in the News Release of AQM dated November 21, 2016. Assuming the Arrangement becomes effective, each Shareholder (other than Teck and its affiliates) will receive cash consideration of C$0.23 for each Share held.

Some Benefits to Securityholders

Premium to Shareholders - The consideration of C$0.23 per Share to be received by Shareholders under the Arrangement represents a premium of approximately 53% based on the pre-announcement closing price of the Shares on the TSX Venture Exchange.

Realize Immediate Value - Cash consideration allows Shareholders to immediately realize fair value for their Shares without incurring risks related to market volatility generally inherent in junior mining stocks.

Strong Likelihood of Completion - The conditions of the Arrangement are not conditional upon financing and Teck has sufficient means to complete the Arrangement in accordance with its terms and within a reasonable time.

Unlikelihood of an Alternative Value Maximizing Transaction - Given Teck's significant stake in AQM, and considering other strategic alternatives, it is unlikely that AQM will receive an alternative offer that would generate as much value for Securityholders without significant attendant adverse risk and uncertainty.

Lock-Up Agreements - Resource Capital Fund V L.P. and the directors and officers of AQM, whose interests are closely aligned with other Securityholders, hold approximately 18% of the outstanding Shares and have entered into lock-up agreements with Teck to vote in favour of the Arrangement.

The AQM Board of Directors UNANIMOUSLY recommends that Securityholders vote FOR the Arrangement.

The Circular contains, among other things, details concerning the Arrangement, reasons the AQM Board of Directors has recommended the Arrangement, requirements for the completion of the Arrangement and the procedure for receiving consideration under the Arrangement, procedures for voting at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to Securityholders. A copy of the Circular is available on AQM's website at www.aqmcopper.com and on its SEDAR profile at www.sedar.com.

YOUR VOTE IS IMPORTANT. VOTE TODAY.

How to Vote

A proxy form or voting instruction form will accompany the Meeting materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a Shareholder or a holder of Options or DSUs are provided in the Circular.

Securityholders are encouraged to vote before 9:00 am (Vancouver time) on January 5, 2017, using the internet, telephone or facsimile.

Registered Shareholders

Registered Shareholders may vote in person at the Meeting, by mail or by:

  • Telephone: 1‐866‐734‐VOTE(8683), toll free in Canada and United States; or
  • Fax: 1-866-249-7775, toll free in Canada and United States or 416-263-9524 for calls outside of Canada and the United States.

Beneficial Shareholders

Beneficial Shareholders who hold AQM Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive. In addition, certain beneficial shareholders of AQM may be contacted by Laurel Hill Advisory Group, the proxy solicitation agent, to obtain votes directly over the phone utilizing the Broadridge QuickVote TM service.

For more information, please contact Laurel Hill Advisory Group at 1-877-452-7184 (toll-free), 416-304-0211 (collect calls outside of North America) or assistance@laurelhill.com.

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.

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