TORONTO, April 23, 2020 /CNW/ - Excellon Resources
Inc. (TSX:EXN, EXN.WT, OTC:EXLLF and FRA:E4X1) ("Excellon" or the
"Company") and Otis Gold Corp. (TSX-V:OOO, OTC:OGLDF, FRA:4OG)
("Otis") are pleased to announce the successful completion of
the previously-announced business combination, pursuant to which
Excellon has acquired all of the issued and outstanding common
shares of Otis by way of a statutory plan of arrangement under the
provisions of the Business Corporations Act (British Columbia) (the "Arrangement").
The Arrangement became effective at 12:01
a.m. (Vancouver Time) on April 23,
2020 resulting in Otis becoming a wholly-owned subsidiary of
Excellon.
"The world was a very different place when we announced our
proposed acquisition of Otis Gold
two months ago, intending to increase our precious metals exposure
from 50% to over 90%," stated Brendan
Cahill, President and CEO of Excellon. "Gold has
significantly outperformed the broader market and has performed its
role in times of crisis admirably – preserving wealth and
delivering returns in all currencies. We now aim to demonstrate the
Kilgore project's potential to
host a larger, multi-million ounce opportunity and build on
the project's already impressive economics as we move towards
development."
Mr. Cahill continued, "We are grateful for the strong support of
our shareholders and thank Otis' board of directors, management and
shareholders for their hard work and support of this transaction.
In particular, we welcome Craig
Lindsay, Roger Norwich and
Mike Timmins to the board of
Excellon and Alan Roberts to the
management team, and I thank our departing board members,
Alan McFarland, Oliver Fernandez, Daniella Dimitrov and Jacques McMullen, for their hard work, advice
and commitment over the past years."
Craig Lindsay, President and CEO
of Otis stated, "We are very pleased to have closed this
transaction and look forward to partnering with Excellon and its
technical and management team to advance the development of the
Kilgore Project. Just as importantly, I want to thank the many
shareholders who have supported the growth and development of Otis
over the years. Going forward, I strongly believe that our US
assets combined with Excellon's precious metals portfolio in
Mexico and Germany have created a compelling investor
opportunity."
Under the terms of the Arrangement, each former shareholder of
Otis is entitled to receive 0.23 of a common share of Excellon
(each whole share, an "Excellon Share") in exchange for each
common share of Otis (each whole share, an "Otis Share") held immediately prior to the
effective time of the Arrangement (the "Arrangement
Consideration"). Further, under the Arrangement, (i) all of the
outstanding options to acquire Otis Shares (the "Otis
Options") prior to the effective time of the Arrangement were
exchanged for options to acquire Excellon Shares, as adjusted in
accordance with the plan of arrangement, and (ii) holders of
warrants to acquire Otis Shares outstanding immediately prior to
the effective time of the Arrangement will be entitled to receive,
in lieu of Otis Shares, 0.23 of an Excellon Share for each
warrant exercised.
To receive the Arrangement Consideration in exchange for their
Otis Shares, registered shareholders of Otis must complete, sign,
date and return the Letter of Transmittal that was mailed to each
registered shareholder of Otis. The Letter of Transmittal is also
available (i) from Otis' depositary, TSX Trust Company, that can be
contacted by telephone at: 1-866-600-5869 (North American Toll
Free) / 1 416-342-1091 (outside of North
America) or by e-mail at: TMXEInvestorServices@tmx.com, or
(ii) on SEDAR (www.sedar.com) under Otis' issuer profile.
With the Arrangement now complete, Excellon intends to cause the
Otis Shares to be delisted from the TSX Venture Exchange (expected
on or about close of markets on April 24,
2020), and Otis intends to submit an application to the
applicable securities regulators to cease to be a reporting issuer
and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in the
joint management information circular of Excellon and Otis dated
March 13, 2020 which is available on
SEDAR (www.sedar.com) under the respective issuer profiles of
Excellon and Otis.
Update on Consolidation and Proposed NYSE American
Listing
The Company remains intent on filing a listing application for
the NYSE American, LLC exchange (the "NYSE American") in Q2
2020, depending on market conditions. The intended listing is
expected to create additional investor interest from the United States, Canada and other jurisdictions, improve
trading liquidity and investor confidence, and potentially lessen
volatility in the price of the Company's shares.
To achieve the minimum listing threshold of US$2.00, the Company expects to proceed with the
share consolidation approved by shareholders on April 17, 2020. The date and ratio for such
consolidation will be communicated to shareholders in due course
and in connection with the listing application. A higher
post-consolidation share price is expected to generate additional
interest in Excellon among certain investors and may meet investing
criteria for certain institutional investors and investment funds
that would otherwise be prevented under their guidelines from
investing in Excellon at current prices.
Many North American focused precious metal production and
development companies are listed on the NYSE American, and Excellon
believes that such U.S.-listed companies generally have greater
access to U.S. institutional and retail investors and have better
overall trading liquidity compared to Excellon today. Excellon also
believes that any potential listing on the NYSE American would
increase the visibility of the Company's strategic position within
the U.S. relative to other publicly traded precious metal
companies.
Early Warning Reporting
By virtue of its acquisition of all the issued and outstanding
Otis Shares under the Arrangement, Excellon is required to file an
early warning report pursuant to National Instrument 62-103 –
The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues. A copy of the Early Warning Report will be
filed on SEDAR (www.sedar.com) under Otis' issuer profile.
About Excellon
Excellon's vision is to create wealth by realizing strategic
opportunities through discipline and innovation for the benefit of
our employees, communities and shareholders. The Company is
advancing a precious metals growth pipeline that includes: Platosa,
Mexico's highest-grade silver mine
since production commenced in 2005; Kilgore, a high quality gold development in
Idaho with strong economics and
significant growth and discovery potential; and an option on Silver
City, a high-grade epithermal silver district in Saxony,
Germany with 750 years of mining
history and no modern exploration. The Company also aims to
continue capitalizing on current market conditions by acquiring
undervalued projects.
Additional details on Excellon's properties are available at
www.excellonresources.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian securities laws. Such statements in this
press release include, without limitation, statements regarding
the benefits of the Arrangement to the shareholders of Excellon
and Otis, as the case may be; the future plans and success of
Excellon; the timing and ability of Excellon to cause the Otis
Shares to be delisted from the TSX Venture Exchange; the timing and
ability of Otis to obtain an order that it has ceased to be a
reporting issuer and to terminate its public reporting
requirements; the Company's ability to list on the NYSE American
and timing expectations in respect thereof; and the potential
benefits of listing on the NYSE American. Although the
companies believe that such statements are reasonable, it can give
no assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and
similar expressions, or are those, which, by their nature, refer to
future events. The companies caution investors that any
forward-looking statements are not guarantees of future results or
performance, and that actual results may differ materially from
those in forward looking statements as a result of various factors,
including, but not limited to, the Company not being able to obtain
third-party approvals; variations in the nature, quality and
quantity of any mineral deposits that may be located, significant
downward variations in the market price of any minerals produced,
the inability to obtain any necessary permits, consents or
authorizations required for its activities, to produce minerals
from its properties successfully or profitably, to continue its
projected growth, to raise the necessary capital or to be fully
able to implement its business strategies. The companies do 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.
The public disclosure filings of Excellon and Otis may be
accessed via www.sedar.com and readers are urged to review these
materials, including the technical reports filed with respect to
the mineral properties of the Combined Company, and particularly
the September 7, 2018 NI 43-101
technical report prepared by SRK Consulting (Canada) Inc. with respect to the Platosa
Property.
This press release is not and is not to be construed in any
way as, an offer to buy or sell securities in the United States. The distribution of the
Excellon Shares in connection with the transactions described
herein will not be registered under the United States Securities
Act of 1933 (the "U.S. Securities Act") and the Excellon Shares may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the Excellon Shares, nor shall there be any offer or sale of the
Excellon Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Neither the 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 press release.
SOURCE Excellon Resources Inc.
