Abcourt Completes Acquisition of Pershimex by Merger
May 11 2023 - 3:11PM
Abcourt Mines Inc. (TSX-V: ABI) (“
Abcourt” or the
“
Corporation”) and Pershimex Resources Corporation
(TSX-V: PRO) (“
Pershimex”) are pleased to announce
that Abcourt has completed the previously announced acquisition of
all of the issued and outstanding common shares of Pershimex (the
“
Pershimex Shares”) by way of a three-cornered
amalgamation (the “
Amalgamation”) under the Canada
Business Corporations Act.
Pursuant to the Amalgamation, Abcourt acquired
all of the issued and outstanding Pershimex Shares for a
consideration (the “Exchange Ratio”) of 0.5712 of
a common share of Abcourt (“Abcourt Shares”) for
each outstanding Pershimex Share. Abcourt now owns 100% of the
outstanding Pershimex Shares. On closing of the Amalgamation,
Abcourt issued an aggregate of 79,294,373 Abcourt Shares to former
Pershimex shareholders, who now hold approximately 18.5% of the
428,108,503 Abcourt Shares issued and outstanding, on an undiluted
basis. Outstanding options and warrants to acquire Pershimex Shares
have been adjusted as a result of the Amalgamation based on the
Exchange Ratio and will be exercisable in the aggregate for
14,614,560 Abcourt Shares.
The delisting of the Pershimex Shares from the
TSX-V is expected to occur at the close of business on or about May
18, 2023.
Full details of the Amalgamation and certain
other matters are set out in the management information circular of
Pershimex dated November 18, 2022 (the "Information
Circular"). A copy of the Information Circular can be
found under Pershimex’s profile on SEDAR at www.sedar.com or by
contacting Abcourt at the number shown below.
Pershimex shareholders who have questions or who
may need assistance with the completion of letters of transmittal
are advised to contact Computershare Investor Services, the
depository for the Amalgamation, Toll Free (North America) at
1-800-564-6253 or outside of North America at 1-514-982-7555, or by
email at corporateactions@computershare.com.
About Abcourt Mines Inc.
Abcourt Mines Inc. is a gold producer and a
Canadian exploration corporation with strategically located
properties in northwestern Québec, Canada. Abcourt owns the
Sleeping Giant mill and mine where it concentrates its
activities.
For more information:
Pascal
HamelinPresident and CEO of AbcourtT: 819-768-2857E:
phamelin@abcourt.com |
Dany Cenac
RobertInvestor Relations, Reseau ProMarket Inc.T: 514
722-2276, post 456E: dany.cenac-robert@reseaupromarket.com |
Cautionary Note Regarding
Forward-Looking Statements and Information
This press release contains forward-looking
statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable
securities laws. Such forward-looking statements include, without
limitation, statements regarding the anticipated benefits of the
Amalgamation for the parties thereto and their shareholders.
Although the parties each believes that such forward-looking
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. Each
party cautions investors that any forward-looking statements
contained herein 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
and risks, including, risks with respect to Pershimex’s being
integrated successfully in Abcourt’ business or such integration
proving more difficult, time consuming or costly than expected,
risks of not realizing on the potential benefits of Amalgamation,
uncertainties of the global economy, market fluctuations and other
risks identified it’s the disclosure documents filed by each party
to the Amalgamation at www.sedar.com. This press release is not and
is not to be construed in any way as, an offer or recommendation to
buy or sell securities in Canada or in the United States.
Although the parties to the Amalgamation each
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual events, results
and/or developments may differ materially from those in the
forward-looking statements. Readers should not place undue reliance
on the ’forward-looking statements contained herein. No party to
the Amalgamation undertakes to update any forward-looking statement
that may be made from time to time by the said party or on its
behalf, except in accordance with and as required by applicable
securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
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