Pursuant to special resolutions passed by the shareholders of Gold Canyon Resources Inc., First Mining Finance Corp. and Gold Canyon have completed a plan of arrangement under Part 9, Division 5, of the Business Corporations Act (British Columbia). The plan of arrangement was completed on Friday, Nov. 13, 2015, and has resulted in shareholders of Gold Canyon receiving one common share of the company for every one share held in Gold Canyon and, as a result of the plan of arrangement, 161,200,447 common shares will be issued to Gold Canyon shareholders. In addition, 11.31 million replacement warrants and 6,012,500 replacement options to acquire common shares of the company will be issued.
Postarrangement
Capitalization: unlimited common shares with no par value and
unlimited preferred shares without par value, of which
293,069,387 common shares are issued and outstanding
Escrow: 6,526,330 common shares
Transfer agent: Computershare Investor Services Inc.
Trading symbol: FF (unchanged)
Cusip No.: 320883101 (unchanged)
As part of the plan of arrangement, Gold Canyon transferred its early-stage, non-gold exploration properties and $500,000 to Irving Resources Inc. Under the arrangement, each shareholder of Gold Canyon will receive 0.03333 common share of Irving Resources Inc. for each Gold Canyon common share held. In addition each Gold Canyon warrantholder will receive, for each Gold Canyon warrant held, warrants to purchase a number of common shares of Irving Resources equal to the product of 0.03333 multiplied by the number of Gold Canyon common shares issuable on exercise of such Gold Canyon warrants immediately prior to the effective time, for an exercise price per whole common share of Irving Resources equal to 30 cents (being the fair market portion, as adjusted by the applicable exchange ratio and rounded to the nearest whole cent, of the exercise price per share of such Gold Canyon warrant assigned to a Irving Resources warrant, rounded up to the nearest whole cent).
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