Vancouver, British Columbia--(Newsfile Corp. - May 13, 2021) - Origen Resources Inc. (CSE: ORGN) (the "Company" or "Origen") is pleased to announce that its previously announced plan of arrangement (the "Arrangement") has been approved by the Company's shareholders. The Arrangement, which involves spinning out Origen's Silver Dollar property to Forty Pillars Mining Corp. ("Forty Pillars"), was approved by shareholders of Origen (the "Origen Shareholders") at an annual general and special meeting (the "Origen Meeting") of the Origen Shareholders held Wednesday, May 12, 2021. At the Origen Meeting, a special resolution approving the Arrangement was approved by 99.99% of the votes cast by Origen Shareholders.
"With the approval of the Forty Pillars spin-out, we have unlocked value for the Company and its shareholders. Origen's shareholdings in Forty Pillars will further add to addition to the millions in liquid assets already on hand and allows the Company to focus on it other core exploration assets," states Blake Morgan, President.
The Arrangement is still subject to approval by the Supreme Court of British Columbia (the "BC Court"). The BC Court hearing for obtaining a final order approving the Arrangement is scheduled to take place on May 18, 2021. An application for the listing of Forty Pillars on the Canadian Securities Exchange ("CSE") has been filed, however listing is subject to CSE final acceptance.
Under the Arrangement, Origen will transfer its Silver Dollar property and approximately $66,893.60 in cash to Forty Pillars in exchange for the number of common shares of Forty Pillars (the "Forty Pillars Shares") as is equal to 0.2 of the outstanding Origen common shares, a reorganization of Origen's share capital and a distribution of the Forty Pillars Shares to Origen Shareholders such that each Origen Shareholder will receive one new share of Origen (a "New Origen Share") and 0.12 of a Forty Pillars Share in exchange for each Origen common share held by the Origen Shareholder at the effective time of the Arrangement. Origen will retain Forty Pillars Shares as part of the Arrangement which are not transferred to Origen Shareholders.
Letter of Transmittal
Assuming completion of the Arrangement, in order to receive Origen New Shares and Forty Pillars Shares, registered Origen Shareholders must submit their Origen Shares to Origen's transfer agent (Olympia Trust Company) with a duly completed letter of transmittal as soon as practicable following the effective date of the Arrangement. The letter of transmittal was mailed to each Origen Shareholder and is also available under Origen's profile on SEDAR at www.sedar.com.
Origen Shareholders who hold their Origen Shares through an intermediary are not required to take any action and Origen New Shares and Forty Pillars Shares will be delivered to the intermediary. Such Origen Shareholders should contact their intermediary if they have questions regarding the process.
Completion of the Arrangement is expected to occur on or around May 21, 2021. The proposed Board of Forty Pillars on completion of the Arrangement is Nader Vatanchi, Abbey Abidiye, Alex Klenman, Gary Schellenberg and Mike Sieb.
On closing of the Arrangement, Forty Pillars will conduct a concurrent private placement of common shares at a price of $0.08 per common share for estimated proceeds of $534,000. Forty Pillars is also funding itself via convertible debt ($66,000) which was issued before closing the Arrangement to cover transaction costs.
Additional information regarding the terms of the Arrangement and Forty Pillars are set out in Origen's management information circular dated April 9, 2021 which is available under Origen's profile at www.sedar.com.
Annual matters approved at the Origen Meeting
At the Origen Meeting, Origen Shareholders also approved certain annual matters, namely: Davidson & Company, Chartered Professional Accountants were re-appointed as auditors of the Company for the ensuing year, the Company's 10% rolling stock option plan was approved and Forty Pillars' 10% rolling stock option plan was also approved.
Shareholders voted in favour of setting the number of Origen directors at four. The following four incumbent directors were re-elected: Gary Schellenberg, Geoff Schellenberg, Blake Morgan and Michael Collins. Origen thanks Mike Sieb and James Mustard who have served as directors of Origen but who were not standing for re-election at the Origen Meeting.
On behalf of the Board,
Blake Morgan, President
For further information, please contact Blake Morgan, President at 236-878-4938 or Gary Schellenberg, CEO at 604-681-0221.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release should not be considered a comprehensive summary of the Arrangement. Additional information required by applicable securities laws and the Canadian Securities Exchange ("CSE") will be disseminated at a future date following a satisfactory review by the CSE. Completion of the Arrangement is subject to a number of conditions, including but not limited to, approval of the BC Court. There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in Origen's Management Information Circular or the CSE Listing Statement to be prepared by Forty Pillars, any information released or received with respect to the Arrangement, may not be accurate or complete and should not be relied upon. Trading in the securities of Origen should be considered highly speculative.
This news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially and there are no assurances that the transaction described in this news release will close on the terms described or at all. Except as required pursuant to applicable securities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. Readers are cautioned not to place undue reliance on forward looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83944