Eurotin Announces Completion of Plan of Arrangement with Elementos Limited
Toronto, Ontario--(Newsfile Corp. - January 4, 2019) - Eurotin Inc. (TSXV: TIN) ("Eurotin" or the "Company") is pleased to announce that it has completed its plan of arrangement with Elementos Limited (ASX: ELT) as previously announced by press releases dated October 22, 2018, and December 20, 2018. Eurotin filed its articles of arrangement and ancillary documents thereto pursuant to the provisions of the Ontario Business Corporations Act on January 3, 2019 to give effect to the plan of arrangement (the "Plan").
The Plan provides for the transfer by Eurotin to Elementos of 100% of the issued and outstanding securities in Minas De Estano De Espana S.L.U. ("MESPA"), a wholly owned subsidiary of Eurotin and the holder of Eurotin's Oropesa tin project in Spain ("Oropesa"). In consideration for the acquisition of Oropesa, Elementos issued one billion convertible redeemable preference shares (the "CRPS") which were distributed pro-rata to Eurotin's shareholders as described in Eurotin's management information circular dated November 5, 2018 (the "Circular") a copy of which is available under the Company's profile at www.sedar.com.
Holders of common shares of Eurotin (the "TIN Shareholders") as of December 31, 2018 (the "Record Date") received their pro-rata portion of the CRPS today resulting in the issuance of 9.368442207560235 CRPS for every common share of Eurotin (the "Common Shares") held by a TIN Shareholder (the "Distribution Ratio").
TIN Shareholders who received CRPS pursuant to the Distribution need not take any additional action with respect to their entitlements. TIN Shareholders who hold their Common Shares through a financial intermediary should be aware that the CRPS cannot be held through CDS & Co. Financial intermediaries that hold Common Shares on behalf of TIN Shareholders through CDS & Co. will receive the CRPS directly from Elementos' transfer agent in Australia, Boardroom Pty Ltd ("Boardroom") and such intermediaries will be responsible for the proper distribution of the CRPS to their respective clients according to the Distribution Ratio. CRPS issued to the directors of Eurotin are subject to a 12 month escrow pursuant to the policies of the Australian Securities Exchange (the "ASX") and will be omitted from the distribution entitlements of the financial intermediaries holding Common Shares for such directors. TIN Shareholders or financial intermediaries acting on behalf of TIN Shareholders may contact Boardroom to inquire about the distribution of the CRPS at:
Boardroom Pty Limited
Level 12, 225 George Street, Sydney NSW 2000
GPO Box 3993, Sydney NSW 2001
1300 737 760 (within Australia)
+61 2 9290 9600 (outside Australia)
Boardroom will be issuing CRPS holding statements shortly that will provide further details with respect to the CRPS.
The CRPS shall automatically convert into ordinary shares of Elementos following completion of the transfer of MESPA to Elementos, which is expected to occur within 2 to 3 months of the date hereof, and following such conversion will trade on the ASX. The Distribution and the transfer of MESPA remains subject to the satisfaction of certain other closing conditions as set out in the Circular. Once a completion date for the transfer of MESPA to Elementos is determined, the Company will issue a further press release.
Trading of the Common Shares will resume on the NEX board of the TSX Venture Exchange (the "Exchange") following completion of the Distribution and submission of final materials to the Exchange.
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding completion of the Arrangement are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the filings made by the Company with securities regulators.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
For further information please contact:
President and CEO
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.