Vancouver, British Columbia--(Newsfile Corp. - November 15, 2024) - Miramis Mining Corp. ("Miramis" or the "Company") is pleased to announce that, further to its news release dated September 27, 2024 in respect of the proposed amalgamation with Carlyle Commodities Corp. ("Carlyle"), it has filed a management information circular (the "Circular") in connection with the upcoming special meeting of the shareholders of Miramis ("Miramis Shareholders") to be held on December 6, 2024 (the "Meeting"). The Circular is available under the Company's SEDAR+ profile at www.sedarplus.ca.
Meeting Details
The Company's board of directors (the "Board") has set October 23, 2024 as the record date for determining the Miramis Shareholders entitled to receive notice of and vote at the Meeting. The Meeting will be held at the offices of DuMoulin Black LLP, 15th Floor, 1111 West Hastings Street, Vancouver, British Columbia, on Friday, December 6, 2024 at 9:30 a.m. (Vancouver Time). To be effective, proxies in respect of the Meeting must be duly completed and signed and then deposited by mail to Endeavor Trust Corporation at 702 - 777 Hornby Street, Vancouver, BC V6Z 1S4 not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of the Meeting, or any adjournment or postponement thereof.
Transaction Details
As previously announced, the Company, Carlyle and 1500285 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Carlyle, entered into entered into an amalgamation agreement dated September 27, 2024 (the "Amalgamation Agreement"). Pursuant to the terms of the Amalgamation Agreement, and subject to certain conditions, including receipt of applicable regulatory and Miramis Shareholder approval, Subco will amalgamate with Miramis under the provisions of the Business Corporations Act (British Columbia) and all of the issued and outstanding common shares of Miramis ("Miramis Shares") will be immediately exchanged for common shares of Carlyle ("Carlyle Shares") on a one-to-one basis (the "Transaction"). Any outstanding common share purchase warrants of Miramis exercisable for Miramis Shares will become exercisable to purchase Carlyle Shares on a one-for-one basis on substantially the same terms and conditions. The Carlyle Shares issued to the Miramis Shareholders on the closing of the Transaction will be subject to a 120-day escrow restriction, pursuant to which 33% of such Carlyle Shares will be released from escrow on closing, 33% of such Carlyle Shares will be released from escrow on the date that is 60 days from closing, and 34% of such Carlyle Shares will be released from escrow on the date that is 120 days from closing.
Following completion of the Transaction, the company formed by the amalgamation of Miramis and Subco will become a wholly owned subsidiary of Carlyle which will continue under the name "Miramis Mining Corp." It is expected that Miramis Shareholders will hold approximately 28.8% of the issued and outstanding Carlyle Shares immediately following completion of the Transaction.
Closing of the Transaction is subject to a number of customary conditions being satisfied or waived by one or both of Carlyle and Miramis, including the receipt of the approval of Miramis Shareholders at the Meeting and the receipt of all necessary regulatory approvals. Carlyle and Miramis are committed to consummating the Transaction in an expedited manner and, if the Transaction is approved at the Meeting and all other conditions having been met, it is expected that the Transaction will close shortly thereafter.
Matters to Be Considered at the Meeting
The Meeting is being held for the following purposes:
to consider, and if deemed advisable to pass, with or without variation, a special resolution (the "Amalgamation Resolution") approving the amalgamation of the Company with Subco, a subsidiary of Carlyle, as more particularly described in the Circular; and
to transact such further or other business as may properly come before the Meeting and any adjournments thereof.
The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.
In order to be adopted, the Amalgamation Resolution must be passed by the affirmative vote of at least 66 2/3% of the votes cast by Miramis Shareholders at the Meeting, whether in person or by proxy.
Board Recommendations
The Board of Directors of Miramis (excluding conflicted directors that also serve as directors of Carlyle) unanimously determined that the Transaction is in the best interests of Miramis and recommends the approval of the Amalgamation Resolution and the Transaction by the Miramis Shareholders at the Meeting.
Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote promptly.
Additional Information About the Transaction
Further details regarding the terms and conditions of the Transaction are set out in the Amalgamation Agreement, a copy of which is publicly filed by the Company under its SEDAR+ profile at www.sedarplus.ca.
About Miramis
Miramis is a mineral exploration company and a reporting issuer in British Columbia and Alberta. Miramis is focused on acquiring, financing, and developing exploration projects that offer economic upside. Miramis currently holds an option to acquire certain mineral claims known as the Nicola East Property located in British Columbia.
ON BEHALF OF THE BOARD
"Morgan Good"
Morgan Good
Chief Executive Officer
T: 604-715-4751
E: morgan@miramismining.com
FORWARD-LOOKING STATEMENTS
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, statements regarding, the completion and timing of the Transaction, the expected number of Carlyle Shares to be held by Miramis Shareholders immediately following the completion of the Transaction, the fact that the Company will hold the Meeting and the timing thereof, the and matters to be considered at the Meeting are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur.
Forward-looking statements are based on certain material assumptions and analysis made by Miramis and the opinions and estimates of management as of the date of this press release, including, without limitation, that Carlyle and Miramis will be able to complete the Transaction as contemplated, or at all, that Carlyle and Miramis will receive all approvals required to complete the Transaction, that the Transaction will be completed within the timeframe expected, that the Amalgamation Agreement will not be terminated early, that the Company will hold the Meeting on the date disclosed and only the Amalgamation Resolution, and no other matters, will be considered at the Meeting.
These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Miramis to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation: general business, economic and social uncertainties; Carlyle and Miramis may not complete the Transaction as anticipated, or at all; Carlyle and/or Miramis may not be able to receive the required approvals to complete the Transaction; the Transaction may not result in the expected benefits; the Amalgamation Agreement may be terminated early; unanticipated costs; adverse litigation, legislative, environmental, and other judicial, regulatory, political, and competitive developments that impact the decision to complete the Transaction; the failure of Miramis to hold the Meeting on the date disclosed, or at all; the possibility that matters, other than the Amalgamation Resolution, are brought before the Meeting, and other risks outside of the control of Miramis, as applicable. Although management of Miramis has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update these forward-looking statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/230233
SOURCE: Miramis Mining Corp.
