21:28:32 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Bonterra Resources Inc (2)
Symbol BTR
Shares Issued 233,985,579
Close 2018-09-21 C$ 0.43
Market Cap C$ 100,613,799
Recent Sedar Documents

Bonterra, Metanor close merger

2018-09-24 13:14 ET - News Release

Also News Release (C-MTO) Metanor Resources Inc (2)

An anonymous director reports

BONTERRA AND METANOR ANNOUNCE THE CLOSING OF THE TRANSACTION TO ACQUIRE METANOR

Bonterra Resources Inc. and Metanor Resources Inc. have closed their respectively announced plan of arrangements.

Pursuant to the Metanor arrangement, Bonterra acquired all of the outstanding common shares of Metanor. Each Metanor share was exchanged for 1.6039 common shares of Bonterra. Each outstanding option to acquire Metanor shares was exchanged for an option to acquire 1.6039 common shares of Bonterra. Bonterra is pleased to have appointed Greg Gibson and Christina Ouellette, both directors of Metanor, to the Bonterra board upon completion of the Metanor arrangement. Joseph Meagher has resigned as a director of Bonterra but remains as chief financial officer of Bonterra.

Pursuant to the Bonterra arrangement, Bonterra spun out certain assets, including the Larder Lake property and approximately $7-million in cash, into a newly incorporated exploration company, Gatling Exploration Inc.

Metanor and Bonterra held special meetings of their shareholders and optionholders on Sept. 18, 2018. The shareholders and optionholders voted overwhelmingly in favour of the special resolution approving the Metanor arrangement, in the case of the Metanor special meeting, and the Bonterra arrangement, in the case of the Bonterra special meeting.

The Metanor arrangement received final approval of the Superior Court of Quebec on Sept. 21, 2018, and the Bonterra arrangement received final approval of the British Columbia Supreme Court on Sept. 20, 2018. The TSX Venture Exchange is expected to provide final approval of both the Metanor arrangement and the Bonterra arrangement on Sept. 24, 2018.

Under the Bonterra arrangement, Bonterra shareholders of record at the close of business on Friday, Sept. 21, 2018, received one common share of Gatling for every seven common shares of Bonterra held.

With the completion of the arrangement, Metanor shares are expected to be delisted effective at the closing of the market on Sept. 25, 2018. The shareholders of Metanor, at the time of the delisting of the Metanor shares, will be eligible to receive the Bonterra common shares. As shareholders of Metanor may be required to take action in order to receive their Bonterra common shares, they should carefully review the terms of the Metanor arrangement set out in Metanor's management information circular dated Aug. 15, 2018, which is available under Metanor's SEDAR profile, and complete, if necessary, the letter of transmittal (also available at SEDAR), which must be forwarded to Computershare Investor Services Inc., before delivery of the Bonterra shares can take place.

Highlights of the transaction:

  • Bonterra has a large balanced portfolio of exploration and mining assets including the Gladiator and Barry deposits, Bachelor mine and mill, and multiple highly prospective exploration projects.
  • Control by Bonterra of the only permitted gold mill in the region.
  • Large land position of approximately 22,004 hectares in the Urban Barry camp.
  • Control of three advanced high-grade gold deposits (Gladiator, Moroy, Barry) and significant regional targets.
  • High-calibre synergy of two experienced teams in the Urban Barry camp.

We seek Safe Harbor.

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