VANCOUVER, BC, Feb. 26, 2021 /CNW/ - Serengeti Resources
Inc. (TSXV: SIR) ("Serengeti") and Sun Metals Corp. (TSXV:
SUNM) ("Sun Metals") are pleased to announce the results of
the Serengeti special meeting of shareholders and the Sun Metals
special meeting of securityholders, which were held virtually on
February 26, 2021.
Serengeti Meeting
A total of 61,078,247 common shares were voted at the Serengeti
special meeting of shareholders, representing 55.02% of total
common shares issued and outstanding as at the record date of the
meeting. Shareholders voted in favour of all items put forward by
the Board of Directors and management:
- 99.93% in favour of the resolution to approve the plan of
arrangement involving Serengeti and Sun Metals Corp.;
- 99.83% in favour of the resolution to approve the consolidation
of Serengeti common shares (the "Consolidation") on the basis of
one (1) post Consolidation Serengeti common share for every two (2)
pre-Consolidation Serengeti common shares;
- 99.61% in favour of the resolution to approve the amended and
restated stock option plan of Serengeti;
- 99.67% in favour of the resolution of disinterested Serengeti
Shareholders to approve a deferred share unit plan of
Serengeti;
- 99.67% in favour of the resolution of disinterested Serengeti
Shareholders to approve a restricted share unit plan of
Serengeti.
Sun Metals Meeting
A total of 70,399,056 common shares, 11,182,667 stock options,
and 586,250 warrants were voted at the Sun Metals special meeting
of securityholders, representing 41.00% of total common shares
issued and outstanding as at the record date of the meeting, 83.87%
of stock options issued and outstanding as at the record date of
the meeting, and 1.86% of warrants issued and outstanding as at the
record date of the meeting. Shareholders, and shareholders,
optionholders and warrantholders voting as a single class, voted
99.84% and 99.86%, respectively, in favour of the sole item put
forward by the Board of Directors and management, being the
resolution to approve the plan of arrangement involving Serengeti
and Sun Metals Corp. The arrangement resolution was also approved
by a majority of Sun Metals' disinterested shareholders, as
required under applicable securities laws.
Plan of Arrangement
In January 2021, Sun Metals
obtained an interim order from the Supreme Court of British Columbia with respect to the proposed
plan of arrangement, pursuant to which Serengeti will acquire all
of the issued and outstanding common shares of Sun Metals, on the
basis of 0.215 of a post-Consolidation Serengeti common share for
each Sun Metals share, which is 0.43 of a pre-Consolidation
Serengeti common share for each Sun Metals share on a
pre-Consolidation basis (the "Transaction"). Subject to
receipt of all requisite approvals, including final TSX Venture
Exchange approval, court approval, and waiver or satisfaction of
all relevant conditions, closing of the Transaction is expected to
be on or about March 5, 2021.
The Consolidation is anticipated to be completed immediately
prior to closing of the Transaction. Following the Consolidation,
the 111,653,368 outstanding common shares of Serengeti will be
consolidated such that there will be approximately 55,826,684
outstanding common shares, not including any Serengeti common
shares to be issued pursuant to the Transaction. Serengeti also
intends to proceed with a name change to Northwest Copper Corp. in
connection with the closing of the Transaction. The common shares
of Serengeti are expected to trade at the open of the market on
March 5, 2021 on a post-Consolidation
and post-name change basis with the ticker symbol "NWST".
The Transaction will consolidate the contiguous copper-gold
exploration and development assets of Kwanika and Stardust, both of
which will benefit from operational synergies as the projects
advance with a combined development strategy, along with the robust
portfolio of British Columbia
copper-gold assets held by the companies. The combined company will
be well positioned and capitalized as a result of the recently
completed $10,350,000 upsized
subscription receipt financing of Sun Metals (the
"Financing") to take advantage of a strengthening copper
market.
Upon completion of the Transaction, Mark
O'Dea will assume the role of Executive Chairman of
Serengeti and the Serengeti board of directors will comprise
Mark O'Dea, David Moore, Lewis
Lawrick, Teodora Dechev,
Sean Tetzlaff and Richard Bailes. David
Moore will continue as Interim President and Chief Executive
Officer until such time as a full time CEO is appointed, and
Lauren McDougall will assume the
role of Chief Financial Officer and Ian
Neill the role of Vice President Exploration. Following the
Transaction, Sun Metals shareholders, including holders of Sun
Metals common shares issued on conversion of the subscription
receipts issued from the Financing, will hold approximately 49.6%
of the combined company.
About Serengeti
Serengeti is a mineral exploration company managed by an
experienced team of professionals with a solid track record of
exploration success. The Company is currently advancing its
majority-owned, advanced Kwanika copper-gold project and exploring
its extensive portfolio of properties in north-central British Columbia. Additional information can
be found on the Company's website at
www.serengetiresources.com.
About Sun Metals
Sun Metals is advancing its 100% owned flagship, high-grade
copper-gold rich Stardust Project located in north-central
British Columbia, Canada. Sun
Metals also owns the Lorraine copper-gold project, and the OK
copper-molybdenum project.
On Behalf of the Board of Directors of Serengeti Resources
Inc.
"David W. Moore"
President, CEO & Director
On Behalf of the Board of Directors of Sun Metals
Corp.
"Steve Robertson"
President, CEO & Director
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.
Cautionary Statement Regarding Forward Looking
Information
All statements, trend analysis and other information contained
in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as
"seek", "anticipate", "believe", "plan", "estimate", "expect" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. All statements, other than statements of historical
fact, included herein, including, without limitation, statements
regarding anticipated benefits of the Transaction, the closing of
the Transaction, the Financing, the Consolidation, the Kwanika and
Stardust (the "Projects"), including anticipated operational
synergies between the properties, are forward-looking statements.
Although Serengeti and Sun Metals (the "Companies") believe
that the expectations reflected in such forward-looking statements
and/or information are reasonable, undue reliance should not be
placed on forward-looking statements since the Companies can give
no assurance that such expectations will prove to be correct. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements, including the risks, uncertainties and other factors
identified in the Companies' periodic filings with Canadian
securities regulators, and assumptions made with regard to: the
Companies' ability to complete the proposed Transaction; the
Companies' ability to secure the necessary legal and regulatory
approvals required to complete the Transaction and meeting the
other conditions to the closing of the Transaction; and the
Companies' ability to achieve the synergies expected as a result of
the Transaction. Forward-looking statements are subject to business
and economic risks and uncertainties and other factors that could
cause actual results of operations to differ materially from those
contained in the forward-looking statements. Important factors that
could cause actual results to differ materially from the Companies'
expectations include risks associated with the business of
Serengeti and Sun Metals; risks related to the satisfaction or
waiver of certain conditions to the closing of the Transaction;
non-completion of the Transaction; risks related to reliance on
technical information provided by Serengeti and Sun Metals; risks
related to exploration and potential development of the Projects;
business and economic conditions in the mining industry generally;
fluctuations in commodity prices and currency exchange rates;
uncertainties relating to interpretation of drill results and the
geology, continuity and grade of mineral deposits; the need for
cooperation of government agencies and native groups in the
exploration and development of properties and the issuance of
required permits; the need to obtain additional financing to
develop properties and uncertainty as to the availability and terms
of future financing; the possibility of delay in exploration or
development programs and uncertainty of meeting anticipated program
milestones; uncertainty as to timely availability of permits and
other governmental approvals; and other risk factors as detailed
from time to time and additional risks identified in Serengeti and
Sun Metals's filings with Canadian securities regulators on SEDAR
in Canada (available at
www.sedar.com). Forward-looking statements are based on estimates
and opinions of management at the date the statements are made.
Neither Serengeti nor Sun Metals undertakes any obligation to
update forward-looking statements except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking statements.
SOURCE Sun Metals