05:43:28 EDT Fri 29 Mar 2024
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or Name
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CA



Canada Strategic Metals Inc
Symbol CJC
Shares Issued 102,927,246
Close 2018-06-04 C$ 0.105
Market Cap C$ 10,807,361
Recent Sedar Documents

Canada Strategic, Matamec file joint circular

2018-06-04 09:16 ET - News Release

Also News Release (C-MAT) Matamec Explorations Inc

Mr. Jean-Francois Meilleur of Canada Strategic reports

CANADA STRATEGIC METALS AND MATAMEC FILE JOINT CIRCULAR REGARDING ANNUAL AND SPECIAL MEETINGS FOR SHAREHOLDER VOTES ON BUSINESS COMBINATION

Canada Strategic Metals Inc. and Matamec Explorations Inc. have filed their joint management information circular and related proxy materials with the Canadian securities regulators in advance of their annual and special shareholder meetings. The joint circular is now being mailed to shareholders of Canada Strategic and Matamec.

As announced on April 26, 2018, Canada Strategic and Matamec have agreed to a proposed business combination by way of a court-approved plan of arrangement to create a new James Bay-focused gold exploration company (to be named Quebec Precious Metals Corp.). The joint circular updates information about the companies and provides information about the arrangement. Shareholders of record of Canada Strategic on May 10, 2018, and of Matamec on May 14, 2018, will receive notice of and be entitled to vote at their respective annual and special meeting.

On May 10, 2018, Matamec has obtained an interim order from the Superior Court of Quebec authorizing, among other things, Matamec to hold an annual and special meeting of shareholders of Matamec relating to the arrangement.

Canada Strategic shares for debt

In connection with the Goldcorp investment and as a condition thereof, all amounts owed to insiders of Canada Strategic must be settled and paid in Canada Strategic shares immediately following the completion of the arrangement and prior to the completion of the Goldcorp investment. Therefore, Canada Strategic agreed to enter into the following agreement:

  • A shares-for-debt agreement between Canada Strategic and Consul-Teck Exploration Miniere Inc. for the issuance of 400,000 Canada Strategic shares at a price of 61 cents per share in payment of a debt of $244,000 owed to such company in connection with the conduct of exploration programs on the Sakami project; Jean-Sebastien Lavallee, an officer and director of Canada Strategic, is also an officer and shareholder of Consul-Teck Exploration; the debt was incurred in the regular course of business of Canada Strategic.

At the Canada Strategic meeting, as required by the TSX Venture Exchange in accordance with its policies, Canada Strategic shareholders will be called upon to vote on the resolution annexed to the circular as Schedule A, Resolutions to be Approved at the Canada Strategic Meeting, approving the issuance of 400,000 Canada Strategic shares by Canada Strategic in settlement of the aforementioned debt. The Canada Strategic shares-for-debt resolution must be approved, with or without variation, by a simple majority of the disinterested votes cast by Canada Strategic shareholders present in person or represented by proxy at the Canada Strategic meeting. Canada Strategic has been advised by Mr. Lavallee that he and his associates exercise control or direction over an aggregate of 13,786,562 Canada Strategic shares. Consequently, the votes attached to those shares will not be included for the purposes of approving the Canada Strategic shares-for-debt resolution. In the event that the Canada Strategic shares-for-debt resolution is not approved at the Canada Strategic meeting, Canada Strategic will not issue the 400,000 Canada Strategic shares to Consul-Teck Exploration. The complete text of the Canada Strategic shares-for-debt resolution to be presented to the Canada Strategic meeting is set forth in Schedule A, Resolutions to be Approved at the Canada Strategic Meeting, to the circular.

The approval of the Canada Strategic shares-for-debt resolution is a condition precedent to the completion of the Goldcorp investment, which itself is a condition precedent to the completion of the arrangement.

The Canada Strategic board and management, as applicable, recommend that Canada Strategic shareholders vote for the Canada Strategic shares-for-debt resolution. In the absence of instructions to the contrary, the persons whose names appear in the Canada Strategic proxy intend to vote for the Canada Strategic shares-for-debt resolution.

Matamec shares for debt

In connection with the Goldcorp investment and as a condition thereof, all amounts owed to certain directors and other creditors of Matamec must be settled and paid in Matamec shares immediately following the completion of the arrangement and prior to the completion of the Goldcorp investment. A total of 2,107,991 Matamec shares will be issued in settlement of $309,104.53 in outstanding debts. As up to an amount of $112,338.98 involves certain insiders of Matamec, Matamec intends, as per the Policy 4.3 of the TSX-V, to obtain disinterested shareholder approval at the Matamec meeting. Disinterested Matamec shareholders will be called upon to vote on the resolution annexed to the circular as Schedule B, Resolutions to be Approved at the Matamec Meeting, in order to approve:

  • A shares-for-debt agreement between Matamec and Marcel Bergeron Consultant Inc. (a company owned by Marcel Bergeron, an officer and director of Matamec) for the issuance of 538,061 Matamec shares at a price of 14.66 cents per Matamec share (or the equivalent of 129,311 Canada Strategic shares at 61 cents per Canada Strategic share on a postarrangement basis) in payment of an amount of $78,879.84 owed to Marcel Bergeron Consultant by Matamec; Mr. Bergeron, an officer and director of Matamec, is also a director and the sole shareholder of Marcel Bergeron Consultant;
  • A shares-for-debt agreement between Matamec and Francois Biron (as officer and director of Matamec) for the issuance of 228,234 Matamec shares at a price of 14.66 cents per Matamec share (or the equivalent of 54,851 Canada Strategic shares at 61 cents per Canada Strategic share on a postarrangement basis) in payment of an amount of $33,459.14 owed to Mr. Biron by Matamec and in payment of director fees.

The Matamec shares-for-debt resolution must be approved, with or without variation, by a simple majority of the disinterested votes cast by Matamec shareholders present in person or represented by proxy at the Matamec meeting. Matamec has been advised by Mr. Bergeron and Mr. Biron that they exercise control or direction over an aggregate of 135,000 Matamec shares. Consequently, the votes attached to those shares will not be included for the purposes of approving the Matamec shares-for-debt resolution. In the event that the Matamec shares-for-debt resolution is not approved at the Matamec meeting, Matamec will not issue the 766,295 Matamec shares to the insiders of Matamec. The complete text of the Matamec shares-for-debt resolution to be presented to the Matamec meeting is set forth in Schedule B, Resolutions to be Approved at the Matamec Meeting, to the circular.

The Matamec board and management, as applicable, recommend that Matamec shareholders vote for the Matamec shares-for-debt resolution. In the absence of instructions to the contrary, the persons whose names appear in the Matamec proxy intend to vote for the Matamec shares-for-debt resolution.

Canada Strategic annual and special meeting

The annual and special meeting of shareholders of Canada Strategic is scheduled to be held at 9 a.m. Eastern Standard Time on Thursday, June 14, 2018, at the offices of Fasken Martineau DuMoulin LLP, Suite 3700, Stock Exchange Tower, 800 Place Victoria, Montreal, Que., Canada, H4Z 1E9.

Matamec annual and special meeting

The annual and special meeting of shareholders of Matamec is scheduled to be held at 10 a.m. EST on Thursday, June 14, 2018, at the offices of Fasken Martineau DuMoulin, Suite 3700, Stock Exchange Tower, 800 Place Victoria, Montreal, Que., Canada, H4Z 1E9.

Your vote is important regardless of the number of shares you own. Canada Strategic and Matamec encourage shareholders to read the meeting materials in detail. An electronic copy of the joint circular is available on Canada Strategic's website and on Matamec's website. It will also be available under the issuer profile of both companies on SEDAR.

Your vote is important -- please vote today

The board of directors of Canada Strategic and Matamec unanimously recommend that shareholders vote in favour of the arrangement.

How to vote

Due to essence of time, shareholders are encouraged to vote today using the Internet or telephone.

Registered shareholders of Canada Strategic and Matamec

Registered shareholders may vote by:

  • Internet -- on the Investor Vote website;
  • Telephone -- 1-866-732-8683 (North American toll-free);
  • Mail;
  • Attending the meeting in person.

Non-registered shareholders of Canada Strategic and Matamec

Shareholders who hold shares of Canada Strategic or Matamec through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form.

About Canada Strategic Metals Inc.

Canada Strategic Metals is an emerging company focused on the exploration and development of a number of projects covering over 57,084 hectares in Quebec. With broad management experience in green technology and junior resource exploration and development, Canada Strategic Metals is well positioned to aggressively advance this promising property portfolio for its shareholders.

About Matamec Explorations Inc.

Located in Montreal, Que., Matamec Explorations is a junior mining exploration company in which primary activities are oriented on the development of gold assets. Matamec's main focus is on the Sakami gold property (50 per cent), in proximity to the Eleonore mine (in James Bay, Quebec); Opinaca Gold West (100 per cent), located in the Quebec Plan Nord region in similar geological settings as established gold-producing mines; and the Casa-Detour property (100 per cent), located east of the Burntbush property of Detour Gold Corp.

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