08:38:27 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
CA



Soltoro Ltd
Symbol SOL
Shares Issued 75,887,537
Close 2015-05-11 C$ 0.31
Market Cap C$ 23,525,136
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Soltoro holders to vote June 4 on acquisition by Agnico

2015-05-11 17:15 ET - News Release

Mr. Andrew Thomson reports

SOLTORO LTD. MAILS SPECIAL MEETING MATERIALS TO APPROVE ACQUISITION BY AGNICO EAGLE MINES LIMITED

Soltoro Ltd. has mailed its management information circular and related proxy materials to its shareholders and other securityholders in connection with the special meeting of securityholders to be held at 9 a.m (Toronto time) on June 4, 2015.

At the meeting, securityholders will be asked to approve the company's previously announced transaction with Agnico Eagle Mines Ltd., whereby Agnico Eagle is proposing to acquire 100 per cent of Soltoro's issued and outstanding common shares, including Soltoro shares issuable upon the exercise of outstanding options and warrants, for total consideration of approximately $31.6-million or approximately 32.5 cents per Soltoro share (based on Agnico Eagle's volume-weighted average price per share on the Toronto Stock Exchange for the five trading days ended April 9, 2015). The transaction will proceed by way of a statutory plan of arrangement under the Canada Business Corporations Act. The arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated April 10, 2015, between the company and Agnico Eagle. Assuming the arrangement becomes effective, Soltoro shareholders will be entitled to receive, in respect of each Soltoro share held at the effective time of the arrangement, 0.00793 of an Agnico Eagle common share, one cent in cash and one common share valued at cents per share of a company to be newly formed and spun off to Soltoro's shareholders under the proposed arrangement (SpinCo).

The circular contains, among other things, details concerning the arrangement, the background to and reasons for Soltoro's board's unanimous favourable recommendation of the arrangement, the requirements for the arrangement to become effective, the procedure for receiving consideration payable under the arrangement for Soltoro shares, procedures for voting at the meeting, and other related matters. Securityholders are urged to carefully review the circular and accompanying materials, which include a copy of the arrangement agreement, as they contain important information regarding the arrangement and its consequences to securityholders. A copy of the circular and of other meeting materials is available on Soltoro's website or under Soltoro's profile on SEDAR.

Your vote is important. Vote today.

The board of directors of Soltoro unanimously recommends that securityholders vote for the arrangement.

The Soltoro board, based in part on the unanimous recommendation of the special committee of independent directors of the Soltoro board, created to consider matters relating to the arrangement, has determined that the arrangement is fair to securityholders and is in the best interests of the company and its securityholders. In making its recommendation, the Soltoro board considered a number of factors, including the receipt of a fairness opinion from Maxit Capital LP, all as described in the circular.

How to vote

A proxy form or voting instruction form will accompany the circular you receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder, optionholder, or warrantholder of the company are provided in the circular and the accompanying proxy or voting instruction form. Most Soltoro shareholders are beneficial shareholders.

Registered shareholders, optionholders and warrantholders may vote in person at the meeting, by mail or by using one of the following methods:

  • Internet: Vote on-line using the control number and following the instructions contained on your proxy;
  • Telephone: 1-866-732-VOTE (8683) toll-free or direct dial 312-588-4290 in Canada and United States.

Beneficial shareholders who hold Soltoro shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them on the voting instruction form included in the meeting materials they receive.

You must vote at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the meeting. Please vote as soon as possible to ensure your vote is counted at the meeting.

Shareholders questions

Securityholders who have any questions or need assistance in considering the arrangement should contact their broker or the company's chief executive officer, Andrew Thomson, by telephone at 1-416-987-0722 or by e-mail at at@soltoro.com. Securityholders who would like additional copies, without charge, of the circular or have additional questions about the arrangement, including the procedures for voting Soltoro securities or completing transmittal documents, should contact their intermediary or the depositary for the arrangement, Computershare Investor Services Inc., by telephone at 1-800-564-6253 (North American toll-free) or 1-514-982-7555 (collect outside North America) or by e-mail at corporateactions@computershare.com.

We seek Safe Harbor.

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