Paragon Announces Shareholder Approval for Plan of Arrangement with Canadian Zinc
September 15 2012 - 2:26AM
PR Newswire (Canada)
TSX Venture Exchange Symbol: PGR Shares Issued: 60,649,254
VANCOUVER, Sept. 17, 2012 /CNW/ - Paragon Minerals Corporation
("Paragon") is pleased to announce that at the special meeting of
shareholders held today in Vancouver, BC, the shareholders of
Paragon have approved the plan of arrangement (the "Arrangement")
with Canadian Zinc Corporation ("Canadian Zinc") which was first
announced on July 31, 2012. In accordance with the
recommendation of the Paragon Board of Directors, the transaction
was overwhelmingly approved by 96.0 % of the votes cast by Paragon
shareholders at the meeting. The transaction was also
approved by 95.9 % of the votes cast by minority shareholders,
after excluding the votes required to be excluded by Multilateral
Instrument 61-101, Protection of Minority Security Holders in
Special Transactions. Following the issuance of the final order by
the Supreme Court of British Columbia and the closing of the
Arrangement, Canadian Zinc will acquire all of the issued and
outstanding common shares in the capital of Paragon that it does
not already own. Shareholders of Paragon (other than Canadian
Zinc) will receive 0.136 common shares in the capital of Canadian
Zinc for each Paragon common share held. The application for
the final order is scheduled to be heard on September 20, 2012 and
the effective date of the Arrangement is currently expected to be
September 24, 2012. PARAGON MINERALS CORPORATION "Michael J. Vande
Guchte" _______________________________ President & CEO,
Director 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 release. Forward-looking Statements: This news
release contains certain statements that may be deemed
"forward-looking statements". All statements in this release,
other than statements of historical fact, that address events or
developments that Paragon expects to occur, are forward looking
statements. Forward-looking statements are statements that
are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential" and
similar expressions, or that events or conditions "will", "would",
"may", "could" or "should" occur. Forward-looking statements
in this document include statements regarding anticipated approvals
for, and completion of, the proposed plan of arrangement.
Although Paragon believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
such statements are not guarantees of future performance and actual
results may differ materially from those in forward-looking
statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include
inability to obtain required regulator, shareholder or governmental
approvals and general economic, market or business
conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or
developments may differ materially from those projected in the
forward-looking statements. Forward-looking statements are based on
the beliefs, estimates and opinions of Paragon's management on the
date the statements are made. Except as required by securities
laws, Paragon undertakes no obligation to update these
forward-looking statements in the event that management's beliefs,
estimates or opinions, or other factors, should change. These
statements are based on a number of assumptions, including, among
others, assumptions regarding general business and economic
conditions, the timing of the receipt of regulatory, shareholder
and governmental approvals for the transactions described herein
and the ability of Paragon and other relevant parties to
satisfy stock exchange and other regulatory requirements in a
timely manner. The foregoing list of assumptions is not
exhaustive. Events or circumstances could cause results to
differ materially. Paragon Minerals Corporation CONTACT: Michael J.
Vande Guchte, President and Chief Executive Officer,at(604)
629-2353 or visit the company web site at www.paragonminerals.com
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