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Wednesday, March 08, 2017 |
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AURICO METALS INC. COMPLETES ACQUISITION OF KISKA METALS CORPORATION
Vancouver, B.C., March 8, 2017 -- Kiska Metals Corporation (TSX.V: KSK) ("Kiska") is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") involving Kiska and AuRico Metals Inc. (TSX: AMI) ("AuRico") and holders of common shares of Kiska ("Kiska Shares") ("Shareholders") and options of Kiska ("Kiska Options") ("Optionholders") (together, "Securityholders") pursuant to which AuRico acquired all of the issued and outstanding Kiska Shares that were not already owned by AuRico or its affiliates. Kiska is now a wholly-owned subsidiary of AuRico.
The Arrangement was approved at a special meeting of Securityholders held on March 1, 2017 by approximately 96.31% of the votes cast by Securityholders (voting as a single class) present in person or by proxy at the meeting and 96.21% of the votes cast by Shareholders (voting as a single class) present in person or by proxy at the meeting (95.91% after excluding the votes cast by those persons whose votes must be excluded in determining minority approval for the Arrangement pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions). A final order approving the Arrangement was obtained from the Supreme Court of British Columbia on March 3, 2017.
As a result, the Kiska Shares will be delisted from the TSX Venture Exchange and Kiska will apply to the relevant securities commissions for Kiska to cease to be a reporting issuer under Canadian securities laws.
The Arrangement
Under the Arrangement, AuRico acquired all of the issued and outstanding Kiska Shares (including Kiska Shares issued to Optionholders under the Arrangement, but excluding Kiska Shares held by AuRico or its Affiliates) in exchange for: (i) 0.0667 of an AuRico common share ("AuRico Share"), plus (ii) C$0.016 in cash for each Kiska Share held.
Full details of the Arrangement and certain other matters are set out in the management information circular of Kiska dated January 27, 2017 (the "Circular"). A copy of the Circular is available under Kiska's profile on SEDAR at www.sedar.com.
NEITHER THE 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
Cautionary Statement on Forward-Looking Information
Except for statements of historical fact relating to Kiska Metals Corporation or AuRico Metals Inc., certain information contained herein constitutes "forward-looking statements" as such term is used in applicable Canadian securities laws. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as "expects", "anticipates", "plans", "believes", "considers", "intends", "targets", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could" in particular, statements related to the Arrangement and the expected completion thereof. We provide forward-looking statements for the purpose of conveying information about our current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved.
Other than as specifically required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, results or otherwise.
Kiska Metals Corporation
2300 - 1177 West Hastings Street
Vancouver, B.C., Canada V6E 2K3
Tel: (604) 669-6660
Fax: (604) 669-0898 | |