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Enter Symbol
or Name
USA
CA



Metallum Resources Inc
Symbol MRV
Shares Issued 70,945,009
Close 2015-04-30 C$ 0.12
Market Cap C$ 8,513,401
Recent Sedar Documents

Metallum, OneUp sign definitive agreement for merger

2015-07-28 10:51 ET - News Release

Mr. Robert Suttie reports

METALLUM RESOURCES ENTERS INTO ARRANGEMENT AGREEMENT WITH ONEUP GAMES

Metallum Resources Inc. has entered into a definitive arrangement agreement with 2315257 Ontario Inc. (Holdco), the holding company for its operating subsidiary OneUp Games LLC (collectively OneUp Sports), pursuant to which Metallum and Holdco have agreed to complete the business combination initially described in Metallum's press release of May 4, 2015, by way of an amalgamation under the Business Corporations Act (Ontario) resulting in the formation of a new company which will carry on the business of OneUp Sports (Amalco). The arrangement agreement will be made available on SEDAR.

About the transaction

Metallum will hold an annual and special meeting of its shareholders as soon as practicable to approve, among other things: (i) the amalgamation; (ii) a change in the name of Metallum from Metallum Resources Inc. to OneUp Sports Inc. or such other name as is agreed to by Metallum and Holdco; (iii) a consolidation of the common shares of Metallum on the basis of one postconsolidation Metallum common share for every six preconsolidation common shares of Metallum; (iv) the appointment of the proposed directors for Amalco; and (v) a stock option plan for Amalco. Details regarding the annual and special meeting of the shareholders of Metallum will be available in a management information circular.

The circular is expected to be a joint circular with Holdco, which will also be delivered to the shareholders of Holdco in connection with the Holdco meeting of its shareholders to be held to approve the arrangement of Holdco contemplated under the arrangement agreement.

Immediately after completion of the transaction, on a non-diluted basis and after giving effect to the Metallum consolidation, but prior to taking into account the financings described below, it is currently expected that the shareholders of Metallum will own approximately 11,824,167 common shares of Amalco, and the shareholders of Holdco will own approximately 77,586,395 common shares of Amalco.

Financings

Further to Metallum's press release of June 8, 2015, Holdco expects to complete a non-brokered financing of $2.5-million (U.S.) of units issued at 20 U.S. cents per unit (prior to giving effect to the proposed Metallum consolidation and the exchange ratio under the arrangement). Each unit will be composed of one common share and one-half of one warrant, with each full warrant exercisable into a common share at an exercise price of 24 U.S. cents per share for a period of two years.

The subscription receipt financing described in the June 8, 2015, press release is expected to be completed in August, 2015.

We seek Safe Harbor.

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