Heron Resources Limited (ASX:HRR TSX:HER, “Heron” or the
“Company”) is pleased to announce that further to its
press release of 11 October 2016, a letter and an election form
regarding the spin-off (
Spin Off) of its wholly
owned subsidiary, Ardea Resources Limited (
Ardea),
have been mailed to shareholders with an address outside Australia
(
Ineligible Shareholders) as at the record date of
6 October 2016. These documents are available under Heron’s
profile on www.sedar.com.
The following is a summary of the Toronto Stock Exchange “due
bill” trading, election and optional trading and settlement
rules:
| Issuer: |
Heron Resources Limited
(“Heron”) |
| Security: |
Ordinary shares (“Shares”) |
| Issuer’s symbol: |
HER |
| Issuer’s CUSIP: |
Q4604L 10 7 |
| Transaction: |
Spinoff effected as a return of
capital by way of share distribution |
| Payable date: |
Heron has not yet determined the
payment date for the distribution as the distribution continues to
be subject to certain conditions as set out in the Disclosure
documents. |
| Due Bill trading period: |
“Due bills” representing the
entitlement to cash or Ardea shares will trade together with the
Shares until November 18, 2016 (at the close). |
| Ex-distribution date: |
November 19, 2016 (at the
opening) |
| Disclosure documents: |
Heron’s Management Information
Circular dated August 25, 2016 and letter to shareholders dated
October 17, 2016 which are available at www.SEDAR.com.
Capitalized terms not otherwise defined herein are as defined in
the Disclosure documents. |
| Election: |
Qualified Heron shareholders may
elect to receive Ardea shares or cash. Unqualified Heron
shareholders are entitled to receive cash only. |
| Election Deadline: |
November 18, 2016 (5:00 p.m. (Toronto
time)) |
| Additional information: |
Shareholders of record on the
Election Deadline will be entitled to the distribution of cash or
Ardea shares. |
| Mandatory trading and settlement
rules: |
Trade Dates |
Settlement Dates |
| November 16, 2016 |
November 17, 2016 |
| November 17, 2016 |
November 18, 2016 |
| November 18, 2016 |
November 18, 2016 |
| TSX contact: |
Julie K. Shin, Director,
Listed Issuer Services, Toronto Stock Exchange. |
Only Ineligible Shareholders who held Heron shares as at the the
Election Deadline will be entitled to the distribution of cash or
Ardea shares.
Ineligible Shareholders are reminded that those who wish to
receive a cash payment for Ardea Shares do not need to submit any
documentation or take any steps. Ineligible Shareholders who
wish to receive their pro-rata entitlement of Ardea Shares must
complete the election form and otherwise satisfy the conditions
noted therein. These Ineligible Shareholders are further
reminded that in the event they seek to receive their pro-rata
entitlement of Ardea Shares, and if their shares of Heron are held
by an intermediary such as investment dealer, bank or other
financial institution, the Heron shares held by them must be
removed from the depositary system and issued in certificate form
as a direct registered holding on or before 18 November 2016. In
addition, the shares of Heron must continue to be held in
certificate form as a direct registered holding until after the
payment date of the Spin Off. If this step of converting to a
directed registered holding is not satisfied on or before 18
November 2016, and if the direct registered holding is not
maintained until after the payment date, the Ineligible Shareholder
will not be entitled to receive the pro-rata entitlement of Ardea
Shares.
Further announcements will be made on the status of the Spin
Off, including the details of cash proceeds and the payment
thereof, as well as the payment date of the Spin Off of Ardea
Shares to those Ineligible Shareholders who have met the conditions
noted in this press release.
On 7 November 2016, Heron issued a press release regarding
certain conditions relating to the Spin Off which included a
calendar of events for the Ardea financing. This calendar of events
relates to the Ardea financing only and does not impact settlement
and entitlement of Heron shareholders outside of Australia, as well
as the election which is available to Ineligible Shareholders.
Please contact Ms Carolyn Muir on telephone +1 647-862-1157
(Toronto) or the Company Secretary, Mr Simon Smith on telephone +61
2 9119 8111 or email to heron@heronresources.com.au if you have any
queries regarding the Spin Off.
About Heron Resources Limited:
Heron’s primary focus is the development of its 100% owned, high
grade Woodlawn Zinc-Copper Project located 250km southwest of
Sydney, New South Wales, Australia. In addition, the Company holds
a significant high quality, gold and base metal tenement holding in
New South Wales and Western Australia.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
This news release contains forward-looking statements and
forward-looking information within the meaning of applicable
Australian and Canadian securities laws, which are based on
expectations, estimates and projections as of the date of this news
release. This forward-looking information includes, or may be based
upon, without limitation, estimates, forecasts and statements as to
management’s expectations with respect to, among other things, the
timing and ability to complete the Ardea spin-out, the timing and
amount of funding required to execute the Company’s exploration,
development and business plans, capital and exploration
expenditures, the effect on the Company of any changes to existing
legislation or policy, government regulation of mining operations,
the length of time required to obtain permits, certifications and
approvals, the success of exploration, development and mining
activities, the geology of the Company’s properties, environmental
risks, the availability of labour, the focus of the Company in the
future, demand and market outlook for precious metals and the
prices thereof, progress in development of mineral properties, the
Company’s ability to raise funding privately or on a public market
in the future, the Company’s future growth, results of operations,
performance, and business prospects and opportunities. Wherever
possible, words such as “anticipate”, “believe”, “expect”,
“intend”, “may” and similar expressions have been used to identify
such forward-looking information. Forward-looking information is
based on the opinions and estimates of management at the date the
information is given, and on information available to management at
such time. Forward-looking information involves significant risks,
uncertainties, assumptions and other factors that could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
information. These factors, including, but not limited to, the
ability to complete the Ardea spin-out on the basis of the proposed
terms and timing or at all, the ability to complete the Woodlawn
Zinc-Copper Project Feasibility Study on time or at all, and
whether the feasibility study is positive and otherwise consistent
with the business plans of the Company, fluctuations in currency
markets, fluctuations in commodity prices, the ability of the
Company to access sufficient capital on favourable terms or at all,
changes in national and local government legislation, taxation,
controls, regulations, political or economic developments in
Canada, Australia or other countries in which the Company does
business or may carry on business in the future, operational or
technical difficulties in connection with exploration or
development activities, employee relations, the speculative nature
of mineral exploration and development, obtaining necessary
licenses and permits, diminishing quantities and grades of mineral
reserves, contests over title to properties, especially title to
undeveloped properties, the inherent risks involved in the
exploration and development of mineral properties, the
uncertainties involved in interpreting drill results and other
geological data, environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins and flooding,
limitations of insurance coverage and the possibility of project
cost overruns or unanticipated costs and expenses, and should be
considered carefully. Many of these uncertainties and contingencies
can affect the Company’s actual results and could cause actual
results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the Company.
Prospective investors should not place undue reliance on any
forward-looking information.
Although the forward-looking information contained in this news
release is based upon what management believes, or believed at the
time, to be reasonable assumptions, the Company cannot assure
prospective purchasers that actual results will be consistent with
such forward-looking information, as there may be other factors
that cause results not to be as anticipated, estimated or intended,
and neither the Company nor any other person assumes responsibility
for the accuracy and completeness of any such forward-looking
information. The Company does not undertake, and assumes no
obligation, to update or revise any such forward-looking statements
or forward-looking information contained herein to reflect new
events or circumstances, except as may be required by law.
No stock exchange, regulation services provider,
securities commission or other regulatory authority has approved or
disapproved the information contained in this news
release.
For further information, please visit www.heronresources.com.au or contact:
Australia:
Mr Wayne Taylor
Managing Director and Chief Executive Officer
Tel: +61 2 9119 8111 or +61 8 6500 9200
Email: heron@heronresources.com.au
Canada:
Tel: +1 647-862-1157 (Toronto)
cmuir@heronresources.com.au