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Primero Mining Corp
Symbol P
Shares Issued 97,435,622
Close 2013-04-29 C$ 5.93
Market Cap C$ 577,793,238
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Cerro Resources holders approve Primero merger, spinout

2013-04-30 09:00 ET - News Release

See News Release (C-CJO) Cerro Resources NL

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

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