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Bonterra Resources Inc (2)
Symbol BTR
Shares Issued 233,985,579
Close 2018-09-18 C$ 0.45
Recent Sedar Documents

Bonterra, Metanor shareholders approve merger

2018-09-18 19:10 ET - News Release

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

Mr. Nav Dhaliwal of Bonterra reports

BONTERRA AND METANOR BOTH RECEIVE SECURITYHOLDER APPROVAL OF THEIR RESPECTIVE PLANS OF ARRANGEMENT

Bonterra Resources Inc. and Metanor Resources Inc.'s respective previously announced plans of arrangement have been approved by their respective securityholders today. The Bonterra arrangement, which involves spinning out of certain assets of Bonterra to Gatling Exploration Inc., was approved by shareholders and optionholders of Bonterra at a special meeting of the Bonterra securityholders held today. At the Bonterra meeting, a special resolution approving the Bonterra arrangement was approved by: (i) 97.58 per cent of the votes cast by Bonterra shareholders; and (ii) 97.76 per cent of the votes cast by Bonterra securityholders, voting together as a single class. The Metanor arrangement, which involves acquisition of all shares of Metanor by Bonterra, was approved by shareholders and optionholders of Metanor at a special meeting of the Metanor securityholders held today. At the Metanor meeting, a special resolution approving the Metanor arrangement was approved by: (i) 87.44 per cent of the votes cast by Metanor shareholders; and (ii) 87.96 per cent of the votes cast by Metanor securityholders, voting together as a single class.

Both arrangements are still subject to final approval by the TSX Venture Exchange ("TSX-V") and the Supreme Court of British Columbia (the "BC Court"), in the case of the Bonterra Arrangement, and the Superior Court of Quebec (the " Quebec Court"), in the case of the Metanor Arrangement. The BC Court hearing for obtaining a final order approving the Bonterra Arrangement is scheduled to take place on September 20, 2018. The Quebec Court hearing for obtaining a final order approving the Metanor Arrangement is scheduled to take place on September 21, 2018.

Completion of both arrangements is expected to occur on September 24, 2018. The Bonterra Arrangement will be completed first, followed immediately by the Metanor Arrangement. Under the Bonterra Arrangement, Bonterra shareholders of record at the close of business on Friday, September 21, 2018, will receive one common share of Gatling for every seven common shares of Bonterra held.

Upon completion of the Metanor Arrangement, all of shares of Metanor shall be owned by Bonterra. Holders of Metanor shares will not have any right to receive any Bonterra Spinco shares under the Bonterra Arrangement.

Under the Bonterra Arrangement, Gatling shall receive Bonterra's Larder Lake assets in Ontario and approximately $7,000,000 in cash. An application for listing of the Gatling shares on TSX-V has been filed, however listing is subject to final TSX-V acceptance.

Additional information regarding the terms of the Metanor Arrangement are set out in Metanor's management information circular dated August 15, 2018, which is available under Metanor's profile at www.sedar.com.

Additional information regarding the terms of the Bonterra Arrangement are set out in Bonterra's management information circular dated August 15, 2018, which is available under Bonterra's profile at www.sedar.com.

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