ROUYN-NORANDA, QUEBEC--(Marketwired - Nov. 4, 2016) -
This document corrects and replaces the press release that was sent today at 06:53 AM ET
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Ressources Pershimco Inc. ("Pershimco" or the "Corporation") (TSX VENTURE:PRO)(FRANKFURT:BIZ) announces that it has filed its management information circular (the "Information Circular") with the Canadian securities commissions in preparation for a special meeting of affected securityholders to be held at 10:15 a.m. (Montreal time) on Wednesday, November 30, 2016, at La Tour Deloitte, 1190 Canadiens-de-Montréal Avenue, 4th Floor, Suite 4-001, Montreal, Quebec, Canada (the "Meeting"). The Information Circular has been filed on SEDAR (www.sedar.com).
Under the terms of the Arrangement, Pershimco and Orla Mining Ltd. ("Orla") will combine their respective businesses (the "Transaction"), creating a new, growth-oriented gold company in the Americas ("NewCo"). Pursuant to the Transaction, each Pershimco Shareholder will receive 0.19 of a NewCo share for each Pershimco common share ("Pershimco Share") held. In addition, each Pershimco Shareholder will receive 0.04 of a class A common share of NewCo for each Pershimco Share held. Each whole class A common share of NewCo will entitle its holder to receive, without payment of additional consideration, one NewCo share conditional upon the issuance of a ministerial resolution by the Ministry of Environment of Panama, accepting the Environmental and Social Impact Study ("ESIA") for Pershimco's Cerro Quema project on or prior to January 31, 2017. If a ministerial resolution accepting the ESIA for the Cerro Quema project is not received prior to January 31, 2017, the right to receive NewCo shares will terminate.
The Board of Directors of Pershimco has determined that the Transaction is in the best interests of Pershimco's shareholders based on a number of factors, including a fairness opinions received and the unanimous recommendation of its Special Committee. The Board of Directors of Pershimco unanimously approved the terms of the Transaction and recommends that the Shareholders and Optionholders vote in favor of the Transaction.
Pershimco's Shareholders and Optionholders of record as of 5:00 p.m. (Montréal time) on October 21, 2016, will be entitled to receive notice of, and vote at, the Meeting. The Information Circular, which Shareholders and Optionholders are expected to receive in the coming days, provides important information on the Arrangement and related matters, including voting procedures. Shareholders and Optionholders who require assistance in voting their proxy may direct their inquiry to Pershimco's proxy solicitation agent, D.F. King Canada, toll-free in North America at 1-800-622-1678 or by email at firstname.lastname@example.org.
On October 31, 2016, the Québec Superior Court granted an Interim Order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the Interim Order is included in the Information Circular.
About Pershimco Resources Inc.
Pershimco Resources (TSX VENTURE:PRO)(FRANKFURT:BIZ) is a mineral exploration and development company with a near-term gold oxide production scenario and a copper-gold porphyry target at its 100%-owned Cerro Quema Project in Panama. Cerro Quema's sizable concession boasts paved road access, no indigenous communities and the most favorable climate for mining in the country. Pershimco is currently in the last stage of the permitting process for its proposed gold oxide heap leach operation.
The Company's documents are available on www.sedar.com.
Please visit the Company's website at www.pershimco.ca.
About Orla Mining Ltd.
Orla Mining (TSX VENTURE:OLA) is a closely held mineral exploration company led by a group of seasoned mining executives. The Company's focus is to acquire mineral exploration opportunities where the Company's exploration and development expertise and corporate share structure could substantially enhance shareholder value.
Statements made in this press release, including those regarding the closing and the use of proceeds of the private placement, Agnico Eagle Mines Limited and The Sentient Group's expected holdings of common shares following the private placement or management objectives, forecasts, estimates, expectations, or predictions of the future may constitute "forward-looking statements", which can be identified by the use of conditional or future tenses or by the use of such verbs as "believe", "expect", "may", "will", "should", "estimate", "anticipate", "project", "plan", and words of similar import, including variations thereof and negative forms. This press release contains forward-looking statements that reflect, as of the date of this press release, Pershimco's expectations, estimates and projections about its operations, the mining industry and the economic environment in which it operates. Statements in this press release that are not supported by historical fact are forward-looking statements, meaning they involve risk, uncertainty and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Although Pershimco believes that the assumptions inherent in the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which apply only at the time of writing of this press release. Pershimco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by securities legislation.
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 news release. Statements made in this news release that are not historical facts are "forward-looking statements" and readers are cautioned that any such statements are not guarantees of future performance, and that actual developments or results, may vary materially from those in these "forward-looking" statement.