Le Lézard
Subject: TAKEOVERS/ LETTER of INTENT
VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 9, 2014) -
NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Waymar Resources Ltd. ("Waymar" or the "Company"), (TSX VENTURE:WYM) is pleased to announce that the closing of its previously announced business combination with Orosur Mining Inc. ("Orosur") is expected to occur on Thursday, July 10, 2014.
As previously announced, the business combination has been structured as a three-cornered amalgamation pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Waymar will amalgamate with a wholly owned subsidiary of Orosur and holders of the outstanding common shares of Waymar ("Waymar Shares") will receive common shares of Orosur in exchange for their Waymar Shares on the basis of 0.375 of an Orosur common share (an "Orosur Share") for each Waymar Share (the "Exchange Ratio"). Upon completion of the business combination, outstanding Waymar warrants will be exchanged for warrants of Orosur and any stock options of Waymar outstanding on the effective date will be exercisable into Orosur Shares, all subject to adjustments to the number and exercise price in accordance with the Exchange Ratio.
In conjunction with the closing of the business combination, the Waymar Shares will be delisted from the TSX Venture Exchange at the close of business on Thursday, July 10, 2014.
For more information regarding the business combination and the treatment of Waymar securityholders, please see Waymar's information circular (the "Circular") dated May 29, 2014 and Waymar's press release dated May 12, 2014, which are both available under Waymar's profile on SEDAR. Waymar security holders should refer to the Circular for a summary of the procedures regarding the exchange of Waymar securities for the consideration to which they are entitled pursuant to the business combination.
About Waymar Resources
Waymar is a Canadian mineral exploration company with a 100% interest in the Anza Project, located in the west of the Antioquia Department in the Republic of Colombia. The Anza Project is part of the Middle Cauca Belt, widely acknowledged as one of the best endowed Colombian gold trends, hosting deposits like Buritica, Titiribf, Marmato and La Colosa.
Cautionary Statements
This announcement contains certain forward-looking information and statements including the completion of the business acquisition and the transactions contemplated thereby. Waymar cautions readers not to place undue reliance on forward-looking information which by its nature is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by Waymar.
Waymar disclaims any obligation or undertaking to update, review or revise such forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law.
Forward-looking information is not based on historical facts but rather on current expectations and assumptions regarding, among other things, that Waymar will complete the business combination in accordance with the terms of the arrangement agreement among Waymar, Orosur and 1001545 B.C. Ltd. dated May 10, 2014 (the "Arrangement Agreement"), including obtaining the required approvals and consents and meeting all conditions. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated Waymar including, but not limited to, whether all the conditions under the Arrangement Agreement will be met.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities referenced herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced in this news release have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements.
Contact Information:
Waymar Resources Ltd.
Pablo Marcet
Chief Executive Officer
1 (778) 373 0100
[email protected]
www.waymarresources.com
News published on and distributed by:
Waymar Announces an Update Regarding Its Proposed Business Combination
NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Waymar Resources Ltd. ("Waymar" or the "Company"), (TSX VENTURE:WYM) is pleased to announce that the closing of its previously announced business combination with Orosur Mining Inc. ("Orosur") is expected to occur on Thursday, July 10, 2014.
As previously announced, the business combination has been structured as a three-cornered amalgamation pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which Waymar will amalgamate with a wholly owned subsidiary of Orosur and holders of the outstanding common shares of Waymar ("Waymar Shares") will receive common shares of Orosur in exchange for their Waymar Shares on the basis of 0.375 of an Orosur common share (an "Orosur Share") for each Waymar Share (the "Exchange Ratio"). Upon completion of the business combination, outstanding Waymar warrants will be exchanged for warrants of Orosur and any stock options of Waymar outstanding on the effective date will be exercisable into Orosur Shares, all subject to adjustments to the number and exercise price in accordance with the Exchange Ratio.
In conjunction with the closing of the business combination, the Waymar Shares will be delisted from the TSX Venture Exchange at the close of business on Thursday, July 10, 2014.
For more information regarding the business combination and the treatment of Waymar securityholders, please see Waymar's information circular (the "Circular") dated May 29, 2014 and Waymar's press release dated May 12, 2014, which are both available under Waymar's profile on SEDAR. Waymar security holders should refer to the Circular for a summary of the procedures regarding the exchange of Waymar securities for the consideration to which they are entitled pursuant to the business combination.
About Waymar Resources
Waymar is a Canadian mineral exploration company with a 100% interest in the Anza Project, located in the west of the Antioquia Department in the Republic of Colombia. The Anza Project is part of the Middle Cauca Belt, widely acknowledged as one of the best endowed Colombian gold trends, hosting deposits like Buritica, Titiribf, Marmato and La Colosa.
Cautionary Statements
This announcement contains certain forward-looking information and statements including the completion of the business acquisition and the transactions contemplated thereby. Waymar cautions readers not to place undue reliance on forward-looking information which by its nature is based on current expectations regarding future events that involve a number of assumptions, inherent risks and uncertainties, which could cause actual results to differ materially from those anticipated by Waymar.
Waymar disclaims any obligation or undertaking to update, review or revise such forward-looking information contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such information is based unless required to do so by applicable law.
Forward-looking information is not based on historical facts but rather on current expectations and assumptions regarding, among other things, that Waymar will complete the business combination in accordance with the terms of the arrangement agreement among Waymar, Orosur and 1001545 B.C. Ltd. dated May 10, 2014 (the "Arrangement Agreement"), including obtaining the required approvals and consents and meeting all conditions. Forward-looking information involves significant known and unknown risks and uncertainties. A number of factors could cause actual results to differ materially from those anticipated Waymar including, but not limited to, whether all the conditions under the Arrangement Agreement will be met.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities referenced herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced in this news release have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable state securities laws or pursuant to an exemption from such registration requirements.
Contact Information:
Waymar Resources Ltd.
Pablo Marcet
Chief Executive Officer
1 (778) 373 0100
[email protected]
www.waymarresources.com
News published on and distributed by:
