Ms. Alexandra Sherron reports
EMPRESS ANNOUNCES SECURITYHOLDER APPROVAL OF PLAN OF ARRANGEMENT WITH ALTO
Empress Resources Corp. securityholders have approved the company's previously announced plan of arrangement with Alto Ventures Ltd. at the special meeting of shareholders and warrantholders held today.
Under the arrangement, Alto will acquire all of the issued and outstanding common shares of Empress in exchange for approximately one common share of Alto, on a preconsolidation basis, in respect of each Empress share, such that on completion of the arrangement, holders of Empress shares will hold 52 per cent of the outstanding Alto shares. Empress shareholders will also receive approximately 0.08 of a common share of a new precious-metal royalty and streaming investment company, Empress Royalty Corp., in respect of each Empress share.
Further pursuant to the arrangement, each outstanding common share purchase warrant of Empress will be cancelled, and holders of Empress warrants will receive a replacement warrant from Alto to acquire, upon exercise, for each such Empress warrant cancelled, such fraction of an Alto share as the Empress warrantholder would have been entitled at the effective time of the arrangement had they exercised such Empress warrants immediately prior to the arrangement. The per-share exercise price of the Alto replacement warrants will be equal to the exercise price of the Empress warrants, less the value of that fraction of a Spinco share that Empress shareholders are entitled to receive pursuant to the arrangement. The Alto replacement warrants will be further adjusted to reflect the one-for-five consolidation of the Alto shares to be undertaken by Alto in conjunction with the arrangement. The foregoing adjustments will follow the repricing of the Empress warrants to take effect prior to the closing of the arrangement as previously announced on June 12, 2020.
At the meeting, the special resolution approving the arrangement was approved by 98.9 per cent of the votes cast by shareholders and warrantholders present in person or by proxy (voting together as a single class). In addition, the arrangement was approved by 99.9 per cent of the votes cast by shareholders present in person or by proxy.
Completion of the arrangement remains subject to, among other things, final approval of the Supreme Court of British Columbia, with the hearing for the final order to approve the arrangement being scheduled for July 2, 2020. The arrangement is expected to become effective on or about July 7, 2020.
Additional information regarding the terms of the arrangement is set out in Empress's management information circular dated May 29, 2020, which is filed under the company's SEDAR profile.
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