2014-03-31 14:07:47 -
Hayden, Idaho (FSCwire) - Americas Bullion Royalty Corp. (TSX: AMB) (the "Company" or "AMB") is pleased to announce that at its Special Meeting held on March 28th in Vancouver, British Columbia, the shareholders approved the reorganization plan of arrangement (the “Arrangement. 99.77% of eligible votes received were in support of the Arrangement and represented 37.23% of the issued and outstanding common shares. Following necessary approvals, it is anticipated the Arrangement will close in early April 2014.
The Plan of Arrangement
Upon completion of the Arrangement (see AMB news releases dated February 19, 2014 and March 25, 2014) Till Capital Ltd. (formerly Resource Holdings Ltd.) ("Till") will acquire all of the issued and outstanding common shares of AMB. AMB shareholders will receive
0.01 of a restricted voting share of the Till shares in exchange for each AMB share held.
Post Reorganization Profile of the Company’s Assets
Upon completion of the Arrangement, the general nature of the assets of Till will be:
* Over $35 million in cash and securities following closing of the second tranche of the Red Kite
settlement (see news release of AMB dated November 26, 2013);
* approximately 55 separate royalty interests, including deeded and option royalties;
* ownership of all of the issued and outstanding shares of Resource Re Ltd., which holds a Class 3A
insurance license in Bermuda;
* ownership of up to 75,000,000 shares of Silver Predator Corp. SPD, representing approximately
64% of the issued and outstanding shares of SPD, assuming no additional shares are issued by SPD;
* ownership of up to 15,000,000 shares of Northern Tiger Resources NTR, representing
approximately 54% of the issued and outstanding shares of NTR, assuming no additional shares are
issued by NTR;
* ownership of 6,000,000 shares of Wolfpack Gold Corp. WFP, representing approximately 12% of
the issued and outstanding shares of WFP, assuming no additional shares are issued by WFP;
* ownership of Cuesta del Cobre, S.A.; interest in the Adelaide, Tuscarora and Carlin Vanadium Projects
in Nevada, USA and 50% interest in the Angels Camp Property in Oregon, USA; and
* approximately 160 oz of gold bullion.
Completion of the Arrangement remains subject to certain customary conditions, including conditional listing approval of the Till Shares on the TSX Venture Exchange ("TSX-V") and approval of the Supreme Court of British Columbia (the "Court AMB will apply for a final order of the Court approving the Arrangement on March 31, 2014.
The Till shares that AMB Shareholders will receive under the Arrangement are restricted voting shares, whereby no single shareholder of Till is able to exercise voting rights for more than 9.9% of the voting rights of the total issued and outstanding Till shares (the "9.9% Restriction However, if any one shareholder of Till beneficially owns, or exercises control or direction over, more than 50% of the issued and outstanding Till shares, the 9.9% Restriction will cease to apply to the Till shares.
Full details of the Arrangement are described in the management information circular of AMB dated February 21, 2014, and the arrangement agreement between AMB and Till dated February 18, 2014, as amended on March 25, 2014, all of which are available under AMB's company profile on SEDAR at www.sedar.com.
About Americas Bullion Royalty Corp.
Americas Bullion Royalty Corp. invests in undervalued natural resource assets seeking to provide superior investment returns. Americas Bullion's assets include royalty holdings across Mexico, Nevada, Wyoming, Oregon and California; the Springer Tungsten Mine and Mill; the Taylor mill and Humboldt mill site in Nevada; the Brewery Creek project, and a portfolio of Yukon exploration properties. The Company provides shareholders with the potential for exploration success through equity positions in related companies while continuing to advance and monetize its holdings.
Americas Bullion Royalty Corp.
William M. Sheriff, Chairman & CEO
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of AMB or Till or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Trading in the securities of Till should be considered speculative.
Neither the TSX nor the TSX-V has in any way passed upon the merits of the proposed transaction, nor have they approved or disapproved the contents of this press release.
Cautionary Statement Regarding Forward Looking Information
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "will", "could" and other similar words, or statements that certain events or conditions "may" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the completion of the Arrangement, approval of the Court, and TSX-V approval of the listing of the Till Shares on the TSX-V, and AMB shares ceasing trading on the TSX. Although AMB believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that TSX-V may not approve the listing of Till shares on the TSX-V; the Court may not approve the Arrangement, the parties may be unable to satisfy all of the conditions to closing the Arrangement; and any of the transactions under the Arrangement may not complete. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, AMB assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
To view this press release as a PDF file, click onto the following link:
Source: Americas Bullion Royalty Corp. (TSX:AMB) www.aubullion.com
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