/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
UPDATE ON PRIVATE PLACEMENT
(All dollar amounts are in Canadian dollars
unless otherwise indicated)
PERTH, AUSTRALIA, Aug. 10, 2018 /CNW/ - LeadFX Inc. (the
"Company" or "LeadFX") (Toronto Stock Exchange "TSX":
LFX) announces that today it obtained an interim order (the
"Interim Order") from the Ontario Superior Court of Justice
(Commercial List) (the "Court") in connection with its
previously announced proposed going-private transaction, to be
completed via an arrangement (the "Arrangement") and
implemented under a statutory plan of arrangement (the "Plan of
Arrangement") pursuant to section 192 of the Canada Business
Corporations Act.
The Interim Order, among other things, authorizes LeadFX to call
and hold a special meeting (the "Meeting") of shareholders
of the Company (the "Shareholders") to consider and vote
upon the Arrangement. In accordance with the Interim Order, the
Meeting will be held on October 3,
2018, with a record date at the close of business on
August 7, 2018.
In connection with the Meeting, LeadFX will be commencing a mail
out of the Management Information Circular (the "Circular"),
the Letter of Transmittal, the form of proxy and related meeting
materials (collectively, the "Meeting Materials").
Shareholders are urged to carefully review all Meeting Materials,
including the Letter of Transmittal, as they contain important
information concerning the Arrangement and the rights and
entitlements of the Shareholders in relation to the Arrangement.
The Meeting Materials will be available on SEDAR under the
Company's profile at www.sedar.com.
The terms of the Arrangement are summarized in the Company's
press release dated July 23, 2018
(the ("July 23 Release") and
full details of the Arrangement are contained in the Circular and
the other Meeting Materials that the Company anticipates that it
will mail to Shareholders in the coming days. Capitalized
terms used in this press release that are not defined have the
meanings ascribed to such terms in the July
23 Release.
The anticipated hearing date for the application for the final
order of the Court (the "Final Order") has been scheduled
for October 5, 2018. Subject to
obtaining the Final Order, the required approvals from the
Shareholders at the Meeting and the TSX, and the satisfaction or
waiver of all conditions precedent set out in the Plan of
Arrangement, the Arrangement is anticipated to be completed on or
before October 12, 2018.
As summarized in the July 23
Release, INFOR Financial Inc. ("INFOR Financial") has
prepared a Valuation and Fairness Opinion in accordance with the
formal valuation requirements of Multilateral Instrument 61-101 –
Protection of Minority Securityholders in Special
Transactions. Following the announcement by the Company on
July 30, 2018 of the proposed sale of
its equity and debt interests in Chief Consolidated Mining Company,
INFOR Financial considered the effect of the proposed sale and
concluded that, subject to the assumptions, limitations,
qualifications and other matters stated in the Valuation and
Fairness Opinion, the fair valuation range of the Company's common
shares (the "Common Shares") was between $0.89 and $1.08 per
Common Share.
Subject to the assumptions, limitations, qualifications and
other matters stated in the Valuation and Fairness Opinion, INFOR
Financial also confirmed its opinion that the Cash Consideration
under the Arrangement is fair, from a financial point of view, to
the Shareholders (other than the Controlling Shareholders). Full
details of INFOR Financial's report will be contained in the
Meeting Materials.
The Company also announces that the TSX has provided conditional
approval for the previously announced (July
9, 2018) private placement (the "Private Placement")
with InCoR Energy Materials Limited for the issuance of 3,643,008
Common Shares at $0.80 per Common
Share. The Company is in the process of closing the Private
Placement, which it anticipates will be completed forthwith.
Forward-Looking Statements
This news release may contain "forward-looking statements"
within the meaning of applicable Canadian securities laws. Examples
of forward-looking information in this news release includes but is
not limited to statements and information concerning the expected
timing for closing of the Arrangement, the anticipated mailing of
the Meeting Materials, the anticipated closing of the Private
Placement and the Company's expectations and assumptions concerning
time of receipt of required regulatory approvals and the
satisfactory other conditions to the completion of the Arrangement.
Forward-looking statements are often, but not always, identified by
the use of words such as ''seek'', ''anticipate'', ''contemplate'',
''target'', ''believe'', ''plan'', ''estimate'', ''expect'', and
''intend'' and statements that an event or result ''may'',
''will'', ''can'', ''should'', ''could'' or ''might'' occur or be
achieved and other similar expressions. Forward-looking information
by its nature requires assumptions and involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking information, and readers are
cautioned not to place undue reliance on such information. These
statements are based on expectations, estimates and projections as
at the date of this news release and are subject to a number of
risks and uncertainties. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking information prove incorrect, actual results,
performance or achievement may vary materially from those expressed
or implied by the forward-looking information contained in this
news release. These risk factors should be carefully considered and
readers are cautioned not to place undue reliance on
forward-looking information, which is current only as of the date
of this news release. All subsequent forward-looking information
attributable to LeadFX herein is expressly qualified in its
entirety by the cautionary statements contained in or referred to
herein. LeadFX does not undertake any obligation to release
publicly any revisions to this forward-looking information to
reflect events or circumstances that occur after the date of this
news release or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
SOURCE LeadFX Inc.