Palamina Corp.

June 09, 2015 10:11 ET

Palamina Announces Completion of Spin-Off from Soltoro

TORONTO, ONTARIO--(Marketwired - June 9, 2015) - Palamina Corp. ("Palamina" or the "Company") is pleased to announce that, following today's completion of the plan of arrangement (the "Arrangement") of Soltoro Ltd. ("Soltoro") pursuant to which Agnico Eagle Mines Limited ("Agnico Eagle") has acquired 100% of the issued and outstanding common shares of Soltoro, former Soltoro shareholders will receive common shares of Palamina that were spun-off under the Arrangement on a one-for-one basis.

The Arrangement was previously approved by Soltoro securityholders at the special meeting of Soltoro held on June 4, 2015 (the "Meeting") and by a final order of the Ontario Superior Court of Justice (Commercial List) on June 8, 2015. Soltoro is now a wholly-owned subsidiary of Agnico Eagle.

The Arrangement

Under the Arrangement, each common share of Soltoro was exchanged for 0.00793 of a common share of Agnico Eagle, C$0.01 in cash, and one common share of Palamina valued at C$0.02 per share.

Soltoro shareholders who have questions or who may need assistance with the completion of letters of transmittal and in collecting the Arrangement consideration to which they are entitled are advised to contact Computershare Investor Services Inc., the depository for the Arrangement, at:

North American Toll Free: 1-800-564-6253

Telephone: 1-514-982-7555 (Outside North America)

Email: corporateactions@computershare.com

Shareholders entitled to receive Palamina common shares will receive a DRS advice reflecting their ownership of Palamina shares, or their brokerage account will be credited with the shares. Every one Soltoro common share will result in a distribution of one Palamina common share to each shareholder.

As a result of the Arrangement, Palamina will become a reporting issuer in each of the provinces of Ontario, British Columbia, Alberta and Saskatchewan, with a view to listing on a recognized stock exchange in Canada in the future.

Full details of the Arrangement and certain other matters are set out in the management information circular of Soltoro dated May 5, 2015 (the "Information Circular"). A copy of the Information Circular can be found under Soltoro's profile on SEDAR at www.sedar.com.

Palamina currently anticipates completing an NI 43-101 technical report on its Santuario property in order to seek a listing on the TSX Venture Exchange. As part of the Arrangement, three exploration properties outside of Jalisco State, Mexico were transferred to Palamina by Soltoro. Once the NI 43-101 report has been approved, Palamina plans to reduce its share structure by consolidating on a yet to be determined roll back ratio. Palamina may also seek additional financing at such time. Completion of a NI 43-101 report on a "qualifying property" of Palamina is one of several pre-conditions to the Palamina shares being eligible for listing on the TSX Venture Exchange.

Forward-Looking Statements

This communication to shareholders and the public contains certain forward-looking statements. Actual results may differ materially from those indicated by such statements. All statements, other than statements of historical fact, included herein, including, without limitations statements regarding future production, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

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