Opta Minerals Inc.
TSX : OPM

Opta Minerals Inc.

March 31, 2016 12:44 ET

Shareholders of Opta Minerals Approve Amalgamation in Connection With Acquisition of Opta Minerals by Speyside Equity

WATERDOWN, ONTARIO--(Marketwired - March 31, 2016) - As previously announced on February 12, 2016, Opta Minerals Inc. ("Opta Minerals") (TSX:OPM) has entered into a definitive acquisition agreement (the "Acquisition Agreement") with Speyside Equity Fund I LP ("Speyside") pursuant to which a subsidiary of Speyside will acquire (the "Acquisition") all of the issued and outstanding common shares of Opta Minerals (the "Opta Shares").

The Acquisition will be completed by way of amalgamation of Opta Minerals and Wedge Acquisition Inc. (the "Acquiror"), a subsidiary of Speyside, pursuant to Section 181 of the Canada Business Corporations Act (the "Amalgamation"). Pursuant to the Amalgamation, all of the issued and outstanding Opta Shares, other than those held by Acquiror, will be converted, on a one-for-one basis, into redeemable shares ("Redeemable Shares") of the amalgamated corporation ("Amalco"). The Redeemable Shares will then be immediately redeemed by Amalco in exchange for: (i) C$0.5202 per share payable in cash; or (ii) for those shareholders who completed an election prior to the deadline of March 29, 2016, C$0.3526 per share payable in cash plus an unsecured subordinated promissory note of Amalco in the principal amount of C$0.1676 per share.

At a special meeting of shareholders held today (the "Meeting"), the shareholders of Opta Minerals approved the requisite special resolution in respect of the Amalgamation (the "Amalgamation Resolution").

A total of 16,954,422 Opta Shares, representing approximately 93.5% of the 18,129,566 issued and outstanding Opta Shares as of the record date of March 1, 2016, were represented in person or by proxy at the Meeting. The voting results in respect of the Amalgamation Resolution were as follows:

# Votes For % Votes For # Votes Against % Votes Against
16,340,684 96.38% 613,738 3.62%

The Amalgamation also received the approval of a "majority of the minority" of shareholders at the Meeting under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The "majority of the minority" voting results in respect of the Amalgamation Resolution were as follows:

# Votes For % Votes For # Votes Against % Votes Against
15,860,684 96.27% 613,738 3.73%

Further information regarding the Acquisition and the Amalgamation is contained in the management information circular of Opta Minerals dated March 1, 2016 prepared in connection with the Meeting which is available under Opta Minerals' SEDAR profile at www.sedar.com.

It is anticipated that the Amalgamation will be completed on or about April 6, 2016, subject to satisfaction of all conditions to closing set out in the Acquisition Agreement.

About Opta Minerals

Opta Minerals is a vertically integrated provider of custom process solutions and industrial mineral products used primarily in the steel, foundry, loose abrasive cleaning, water-jet cutting and municipal water filtration industries. Opta Minerals has production and/or distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Idaho, France, Slovakia and Germany.

About Speyside Equity

Formed in 2005, Speyside Equity employs an operationally intensive approach to investing in specialty chemicals, industrials/metal forming and food ingredients businesses. It targets companies with a history of strong revenue, a defensible position in their respective markets, and a core group of managers that can move the business forward. Speyside prefers situations where there are opportunities to leverage its operating expertise to improve financial performance and create sustainable long-term value.

Since its formation, Speyside has successfully executed numerous platform investments and add-on acquisitions using its own capital. The team made its first investment in Sweet Ovations, a food ingredient company, in 2005 and had its first exit in 2010 when it sold Stahl Specialty Company. This principal-driven investment philosophy and approach will continue in its $130 million institutional fund closed in January 2016, Speyside Equity Fund I LP.

http://speysideequity.com.

Forward Looking Information

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to: the Acquisition and the proposed Amalgamation under the Acquisition Agreement; the ability of the parties to satisfy the conditions to closing of the Acquisition; and the anticipated timing of the completion of the Acquisition. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential" and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words.

Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Acquisition and acquisitions generally, such as the failure to satisfy the closing conditions contained in the Acquisition Agreement, and the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Acquisition Agreement. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, Opta Minerals does not intend to or assume any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

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