VANCOUVER, BC--(Marketwired - March 03, 2017) - Kiska Metals Corporation (TSX VENTURE: KSK) ("Kiska") is pleased to announce that it has received a final order from the Supreme Court of British Columbia dated March 3, 2017 approving the previously announced plan of arrangement (the "Arrangement") involving Kiska and AuRico Metals Inc. (TSX: AMI) ("AuRico") and holders of common shares of Kiska ("Kiska Shares") ("Shareholders") and options of Kiska ("Kiska Options") ("Optionholders") (together, "Securityholders") pursuant to which AuRico will acquire all of the issued and outstanding Kiska Shares that are not already owned by AuRico or its affiliates. Pursuant to the Arrangement, Shareholders (including Kiska Shares issued to Optionholders under the Arrangement, but excluding Kiska Shares held by AuRico or AuRico's affiliates) will receive: (i) 1/15 of an AuRico common share ("AuRico Share"), plus (ii) C$0.016 in cash for each Kiska Share held (the "Consideration"). However, in no event will the aggregate cash consideration under the Arrangement exceed C$2,000,000.
The Arrangement required the approval of: (i) at least two-thirds of votes cast by Securityholders (voting as a single class); (ii) at least two thirds of the votes cast by Shareholders (voting as a single class); and, (iii) if required by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), "minority approval" in accordance with section 8.1 of MI 61-101.
The Arrangement was approved by 96.31% of the votes cast in person or by proxy by Securityholders (voting as a single class) at the Meeting and 96.21% of the votes cast in person or by proxy by Shareholders at the Meeting (voting as a single class). The Arrangement was also approved by 95.91% of the votes cast in person or by proxy at the Meeting by minority Shareholders in accordance with MI 61-101.
The Arrangement is expected to close on March 8, 2017, following which date Kiska will be delisted from the TSX Venture Exchange.
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.
Cautionary Statement on Forward-Looking Information
Except for statements of historical fact relating to Kiska Metals Corporation or AuRico Metals Inc., certain information contained herein constitutes "forward-looking statements" as such term is used in applicable Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "considers", "intends", "targets", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could" in particular, statements related to the Arrangement and the expected completion thereof. We provide forward-looking statements for the purpose of conveying information about our current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include, but are not limited to, risks related to being unable to close the Arrangement in the time frames indicated, failure to satisfy all conditions precedent to the Agreement including approval of the TSX-V and applicable regulatory authorities.
Other than as specifically required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, results or otherwise.