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Enter Symbol
or Name
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Lamelee Iron Ore Ltd
Symbol LIR
Shares Issued 58,173,184
Close 2016-06-28 C$ 0.01
Market Cap C$ 581,732
Recent Sedar Documents

Lamelee returns Lac Lamelee South, shares to Fancamp

2016-06-28 16:10 ET - News Release

Mr. Hubert Vallee reports

LAMELEE EXECUTES ITS STRATEGIC PLAN

Lamelee Iron Ore Ltd. has undertaken the process of returning to Fancamp Exploration Ltd., a non-arm's-length party, the 59 mineral claims designated as the Lac Lamelee South iron project, located in the Fermont mining district of northeastern Quebec, the company has returned for cancellation 30.1 million common shares in the capital of the company and, following the receipt of the final documentation requested, the TSX Venture Exchange will authorize the cancellation of an additional 12.9 million shares currently held in escrow, for an aggregate of 43 million shares, which Fancamp has agreed to return for cancellation on a voluntary basis.

The company has also extinguished a total of $66,710.39 of debt relating to consulting fees and service fees to certain non-arm's-length parties by issuing an aggregate of 1,334,207 shares at a deemed price of five cents per share.

As part of the debt settlement, 9291-2609 Quebec Inc., a company controlled by Ghislain Arel, vice-president, mining development and environment, of the company, 9286-7076 Quebec Inc., a company controlled by Pascal Vallee, vice-president, project development and logistics, of the company, and Dentons Canada LLP, a law firm at which Carole Turcotte, a prior director and officer of the company, is a partner, were respectively issued 172,462, 287,150 and 874,595 shares. The participation of 9291-2609, 9286-7076 Quebec and Dentons Canada in the debt settlement is considered a related-party transaction under Multilateral Instrument 61-101 (protection of minority securityholders in special transactions). The debt settlement was approved by the shareholders of the company at the special meeting of shareholders held on March 22, 2016, and the company is relying on Section 5.5 (b) for exemption from the formal valuation requirement under MI 61-101.

The management of the company has also decided and is in the process of implementing the consolidation of the fully paid and issued shares on the basis of one postconsolidation share for each 20 preconsolidation shares issued and outstanding as also approved by the shareholders at the meeting.

Upon completion of the cancellation, there will be a total of 58,173,184 shares issued and outstanding. The exact number of postconsolidation shares will vary depending on the treatment of fractional shares that would occur when each shareholder's holdings in the company are consolidated. No fractional postconsolidation shares will be issued pursuant to the consolidation. All fractional shares resulting from the consolidation will be rounded to the nearest whole number, and no consideration will be paid in respect of the fractional shares. Accordingly, the total number of shares issued and outstanding after the consolidation is expected to be 2,908,659.

In conjunction with the consolidation, the company will also be changing its name from Lamelee Iron Ore Ltd./Lamelee Minerais de fer Ltee to Corporation miniere Lamelee/Lamelee Mining Corp., as approved by the shareholders at the meeting. The company might also be changing its trading symbol from LIR, pending approval of the trading symbol by the TSX Venture Exchange.

Subject to final approval by the TSX-V, the consolidation is scheduled to be effective at the opening of the TSX-V on July 12, 2016, from which date the existing issued share capital will be cancelled and replaced by the new consolidated shares.

Letters of transmittal with respect to the consolidation and name change will be mailed to all registered shareholders as at May 6, 2014. Registered shareholders will be required to send their respective certificates, representing preconsolidation shares, along with a properly executed letter of transmittal to the company's transfer agent, all in accordance with the instruction provided in the letter of transmittal. All shareholders who submit a duly completed letter of transmittal, along with their respective preconsolidation share certificate(s), will receive a postconsolidation common share certificate bearing the new name of the company.

Further details of the consolidation are contained in the company's information circular dated as of Feb. 22, 2016, prepared for the meeting, available on SEDAR.

We seek Safe Harbor.

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