VANCOUVER, Sept. 24, 2018 /CNW/ - BONTERRA RESOURCES
INC. ("Bonterra") (TSXV: BTR) (US: BONXF) (FSE: 9BR1) and METANOR
RESOURCES INC. ("Metanor") (TSXV: MTO) are pleased to announce
the closing today of their respectively announced plan of
arrangements (the "Bonterra Arrangement" and the "Metanor
Arrangement").
Pursuant to the Metanor Arrangement, Bonterra acquired all of
the outstanding common shares of Metanor (the "Metanor
Shares"). Each Metanor Share was exchanged for 1.6039
common shares of Bonterra. Each outstanding option to acquire
Metanor Shares was exchanged for an option to acquire 1.6039 common
shares of Bonterra. Bonterra is pleased to have appointed Mr.
Greg Gibson and Ms. Christina Ouellette, both directors of Metanor,
to the Bonterra board upon completion of the Metanor Arrangement.
Mr. Joseph Meagher has resigned as a
director of Bonterra but remains as Chief Financial Officer of
Bonterra.
Pursuant to the Bonterra Arrangement, Bonterra spun out certain
assets, including the Larder Lake Property and approximately
$7 million in cash, into a
newly-incorporated exploration company, Gatling Exploration Inc.
("Gatling").
Metanor and Bonterra held special meetings of their shareholders
and optionholders on September 18,
2018. The shareholders and optionholders voted overwhelmingly
in favour of the special resolution approving the Metanor
Arrangement, in the case of the Metanor special meeting, and the
Bonterra Arrangement, in the case of the Bonterra special
meeting.
The Metanor Arrangement received final approval of the Superior
Court of Quebec on September 21, 2018 and the Bonterra Arrangement
received final approval of the British Columbia Supreme Court on
September 20, 2018. The TSX
Venture Exchange ("TSX-V") is expected to provide final
approval of both the Metanor Arrangement and the Bonterra
Arrangement on September 24,
2018.
Under the Bonterra Arrangement, Bonterra shareholders of record
at the close of business on Friday,
September 21, 2018, received one common share of Gatling for
every seven common shares of Bonterra held.
With the completion of the Arrangement, Metanor Shares are
expected to be de-listed effective at the closing of the market on
September 25, 2018. The
shareholders of Metanor, at the time of the de-listing of the
Metanor shares will be eligible to receive the Bonterra common
shares. As shareholders of Metanor may be required to take action
in order to receive their Bonterra common shares, they should
carefully review the terms of the Metanor Arrangement set out in
Metanor's management information circular dated August 15, 2018, which is available under
Metanor's profile at www.sedar.com., and complete, if
necessary, the letter of transmittal (also available at SEDAR),
which must be forwarded to Computershare Investor Services Inc.,
before delivery of the Bonterra shares can take place.
Highlights of the Transaction:
- Bonterra has a large balanced portfolio of exploration and
mining assets including the Gladiator and Barry deposits, Bachelor
Mine and Mill, and multiple highly prospective exploration
projects.
- Control by Bonterra of the only permitted gold mill in the
region.
- Large land position of approximately 22,004 hectares in the
Urban Barry Camp.
- Control of three advanced high-grade gold deposits (Gladiator,
Moroy, Barry) and significant regional targets
- High caliber synergy of two experienced teams in the Urban
Barry camp
ON BEHALF OF THE RESPECTIVE BOARDS OF DIRECTORS,
Nav Dhaliwal, President &
CEO
Bonterra Resources Inc.
Greg Gibson, Interim CEO
Metanor Resources Inc.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release contains "forward-looking information"
that is based on Bonterra's current expectations, estimates,
forecasts and projections. This forward-looking information
includes, among other things, statements with respect to Bonterra's
exploration and development plans. The words "will", "anticipated",
"plans" or other similar words and phrases are intended to identify
forward-looking information. Forward-looking information is
subject to known and unknown risks, uncertainties and other factors
that may cause Bonterra's actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such forward-looking information. Such
factors include, but are not limited to: uncertainties related
exploration and development; the ability to raise sufficient
capital to fund exploration and development; changes in economic
conditions or financial markets; increases in input costs;
litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; technological
or operational difficulties or inability to obtain permits
encountered in connection with exploration activities; and labor
relations matters. This list is not exhaustive of the factors that
may affect our forward-looking information. These and other factors
should be considered carefully, and readers should not place undue
reliance on such forward-looking information. Bonterra disclaims
any intention or obligation to update or revise forward-looking
information, whether as a result of new information, future events
or otherwise.
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SOURCE Bonterra Resources Inc.