0373849 B.C. LTD.

June 24, 2011 13:07 ET

Procon Acquisitionco Ltd. and 0373849 B.C. Ltd. Complete Amalgamation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 24, 2011) - Procon Acquisitionco Ltd. ("Acquireco"), a wholly-owned subsidiary of Procon Mining and Tunnelling Ltd. ("Procon") of Suite 108 – 4664 Lougheed Highway, Burnaby, British Columbia, V5C 5T5, and 0373849 B.C. Ltd. (the "Company") report today that their previously announced amalgamation has been completed.

Pursuant to an amalgamation agreement dated May 26, 2011 between 0373849 B.C. Ltd. (the "Company") and Procon Acquisitionco Ltd. ("Acquireco"), the Company and Acquireco amalgamated under the provisions of the Business Corporations Act (British Columbia) (the "Amalgamation") to form Procon Mining Holdings Ltd. ("Amalco"), effective June 24, 2011. The Amalgamation is described in further detail in the management information circular of the Company dated May 26, 2011.

At a special meeting of the Company's shareholders held on June 23, 2011, the Amalgamation was approved by holders of common shares (the "Company Common Shares") and non-voting shares (the "Company Non-Voting Shares") of the Company, voting together as a single class. Of the 25,975,501,627,276 Company Common Shares and Company Non-Voting Shares voted on the Amalgamation by all shareholders present in person or represented by proxy, 25,975,501,136,416 shares were voted in favour of the Amalgamation and 490,860 shares were voted against.

Under the terms of the Amalgamation, each Company Common Share, other than those held by Acquireco, was exchanged for one redeemable preferred share of Amalco (an "Amalco Redeemable Preferred Share"), each common share of Acquireco (an "Acquireco Common Share") was exchanged for one common share of Amalco (the "Amalco Common Shares"), all of the Company Common Shares and Company Non-Voting Shares held by Acquireco were cancelled, and all Amalco Redeemable Preferred Shares were immediately redeemed by Amalco for cash consideration of $0.00000311839 per share.

Prior to the Amalgamation, Acquireco, a wholly-owned subsidiary of Procon, owned 656,885,026 Company Common Shares and 25,974,841,034,959 Company Non-Voting Shares, representing 91.06% and 100% of the issued and outstanding Company Common Shares and Company Non-Voting Shares, respectively. The estimated value of the Acquireco Common Shares exchanged for Amalco Common Shares pursuant to the Amalgamation was $81,001,564. As a result of the Amalgamation and the redemption of the Amalco Redeemable Preferred Shares, Procon acquired direct ownership of 25,975,498 Amalco Common Shares, representing 100% of the issued and outstanding Amalco Common Shares.

The purpose of the Amalgamation was to enable Procon, the sole shareholder of Acquireco, to acquire all of the outstanding Amalco Common Shares. Procon acquired ownership and/or control over the Amalco Common Shares upon the exchange of the Acquireco Common Shares for Amalco Common Shares pursuant to the Amalgamation. The aggregate consideration payable to all holders of Amalco Redeemable Preferred Shares was approximately $300 in cash.

Amalco has applied to the British Columbia Securities Commission, the Ontario Securities Commission and the Alberta Securities Commission to cease to be reporting issuer under applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration and development activities and events or developments that the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see our public filings at www.sedar.com for further information.

Contact Information

  • Procon Mining and Tunnelling Ltd.
    Edward Yurkowski
    President
    (604) 291-8292