Mr. Tony McDonald of Cerro Resources reports
CERRO RESOURCES NL: CERRO SECURITYHOLDERS APPROVE TRANSACTION WITH PRIMERO
At meetings held today in Australia, eligible shareholders and optionholders (securityholders) of Cerro Resources NL voted to approve the resolutions put at those meetings to the proposed transaction with Primero Mining Corp. to effect:
- The spinout of Cerro's non-Cerro del Gallo assets to Cerro's
currently wholly owned subsidiary Santana Minerals Ltd.;
- An in specie distribution to Cerro's shareholders in relation to that
spinout;
- An acquisition by Primero of all the shares Cerro has on issue in
exchange for shares in Primero on the basis of 0.023 of a
Primero share for each one Cerro share;
- The variation of the terms and conditions of the options Cerro has on
issue.
The company is pleased to confirm that resolutions put to the securityholders to approve the transaction were passed by the requisite majorities, specifically:
The resolution at the general meeting was passed by the requisite majorities of shareholders, with 99.75 per cent of votes cast in favour of the capital reduction resolution.
The resolution at the share scheme meeting was passed by the requisite majorities of shareholders, with 99.78 per cent of votes cast in favour of the share scheme resolution, and
95.49 per cent of shareholders present and voting (either in person or by proxy)
in favour of the share scheme resolution.
The resolution at the option scheme meeting was passed by the requisite majorities of optionholders, with 100 per cent of votes cast in favour of the option scheme resolution, and
100 per cent of optionholders present and voting (either in person or by proxy)
in favour of the option scheme resolution.
Poll results for the general meeting, share scheme meeting and option scheme meeting are shown in the tables.
GENERAL MEETING
Votes %
For 399,901,474 99.75
Against 1,009,562 0.25
Total 400,911,036 100.00
Abstain 831,607
SHARE SCHEME MEETING
Votes % Holders %
For 386,397,848 99.78 402 95.49
Against 862,554 0.22 19 4.51
Total 387,260,402 100.00 421 100.00
Abstain 394,035 5
OPTION SCHEME MEETING
Votes % Holders %
For 40,150,000 100.00 20 100.00
Against - - - -
Total 40,150,000 100.00 20 100.00
Abstain - -
The second court hearing to approve the transaction is scheduled for May 8, 2013, at the Federal Court of Australia in Brisbane. If the court approves the transaction, Cerro anticipates the dates as shown in the table for closing of the transaction.
Event Date
Second court hearing for approval of the schemes 10:15 a.m. on Wednesday,
May 8, 2013
Effective date: schemes take effect Wednesday, May 8, 2013
Last date Cerro shares trade on ASX with an
entitlement to participate in the share scheme Wednesday, May 8, 2013
Last date Cerro shares trade on TSX-V with an
entitlement to participate in the share scheme Wednesday, May 8, 2013
Record date: time and date for determining 5 p.m. (Brisbane time) on
entitlements under the transaction Wednesday, May 15, 2013
In specie distribution of Santana shares to scheme
shareholders Tuesday, May 21, 2013
Transfer of spinout assets to Santana Wednesday, May 22, 2013
Transfer of Scheme shares to Primero and issue of
new Primero shares to scheme shareholders Thursday, May 23, 2013
Variation of scheme options Thursday, May 23, 2013
Despatch of entitlement certificates Thursday, May 23, 2013
Issue of subscription shares to Primero Friday, May 24, 2013
Admission of Santana shares to official list of
the ASX Friday, May 24, 2013
© 2026 Canjex Publishing Ltd. All rights reserved.