TORONTO,, Feb. 24,
2023 /CNW/ - (TSXV: GMN) GobiMin Inc.
("GobiMin" or the "Company") announces that at the
special meeting of the Company's shareholders held on February 24, 2023 (the "Meeting"), the
shareholders approved the Consolidation Resolution for the
privatization of the Company by way of a share consolidation and
purchase of fractional shares for cancellation (the
"Transaction"). The Consolidation Resolution was approved by
over two-thirds of votes cast by shareholders present in person or
represented by proxy at the Meeting and a majority of the votes
cast by minority shareholders (being shareholders other than Mr.
Felipe Tan, Belmont Holdings Group
Limited ("Belmont") and Ms.
Joyce Ko) present in person or
represented by proxy at the Meeting.
At the Meeting, 36 shareholders were present in person or by
proxy representing a total of 44,470,472 of the issued and
outstanding common shares. The shareholders voted 44,193,799
common shares "for" and 276,673 common shares "against" the
Consolidation Resolution, representing, respectively, 99.38% and
0.62% of the common shares voted at the Meeting. Excluding the
votes cast by Mr. Felipe Tan,
Belmont and Ms. Joyce Ko, 12,238,799 common shares were voted
"for" and 276,673 common shares were voted "against" the
Consolidation Resolution, representing, respectively, 97.79% and
2.21% of the common shares voted at the Meeting for minority
approval.
As previously announced by the Company, the Transaction will be
effected by way of a 30,000,000-to-1 share consolidation of all of
the issued and outstanding common shares of the Company.
Following the share consolidation, the Company will purchase for
cancellation all of the common shares held by shareholders holding
less than one whole post-consolidation share. Shareholders holding
fractional shares following the share consolidation will be
entitled to receive a cash payment of CAN$1.84, less any amount in
respect of taxes required by law to be deducted or withheld, for
each pre-consolidation common share held immediately prior to the
share consolidation upon purchase by the Company of such fractional
post-consolidation common shares. As a result, upon completion of
the Transaction, only Belmont will
remain as the sole shareholder of the Company.
Belmont, a British Virgin Islands company, is
wholly-owned and controlled by Mr. Felipe
Tan, the President, the Chief Executive Officer, a director
and the controlling shareholder of the Company. Belmont owns 30,927,500 pre-consolidated
common shares representing approximately 63.03% of the issued and
outstanding common shares. Mr. Tan also directly owns 3,761,500
pre-consolidated common shares representing approximately 7.67% of
the issued and outstanding common shares.
Once the Transaction is completed, the common shares of the
Company is expected to be delisted from the TSX Venture Exchange
and the Company will also apply to the applicable Canadian
securities regulatory authorities to cease to be a reporting
issuer.
About the Company
GobiMin, the shares of which are traded under the symbol GMN, is
an investment issuer under the rules of the TSXV. It is principally
engaged in the investment in properties, equity, debt or other
securities as well as direct ownership stakes in various
projects.
Certain statements contained in this news release constitute
forward-looking information. Such statements are based on the
current expectations of management of GobiMin. You are cautioned
that such statements are subject to a multitude of risks and
uncertainties that could cause actual results, future circumstances
or events to differ materially from those projected in the
forward-looking information. Forward looking information includes
without limitation, statements regarding the completion of the
going private transaction. The forward-looking information is based
on certain assumptions, which could change materially in the
future, including the assumption that the Transaction will be
completed, the Company's common shares will be delisted from the
TSX Venture Exchange, and the Company will cease to be a reporting
issuer. Such statements and information reflect the current view of
the Company with respect to risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the risk that the
Transaction may not be completed as contemplated or at all, the
Company's common shares may not be delisted from the TSX Venture
Exchange or the Company may not cease to be a reporting issuer as
contemplated. When relying on the Company's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. The Company has assumed a
certain progression, which may not be realized. It has also assumed
that the material factors referred to above will not cause such
forward-looking statements and information to differ materially
from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no
assurance that such assumptions will reflect the actual outcome of
such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS
RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE
OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT
TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
SECURITIES LEGISLATION.
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.
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SOURCE GobiMin Inc.
