Tasman Shareholders Approve Arrangement with Flinders
Vancouver, Canada - Tasman Metals Ltd. ("Tasman") (TSXV:TSM) (Frankfurt:T61) (OTCQB: TASIF) and Flinders Resources Limited (TSXV: FDR) ("Flinders") announce the results of Tasman's annual general and special meeting of shareholders held on Thursday, August 18, 2016 (the "Meeting"). Tasman and Flinders are pleased to announce that the previously announced acquisition of all of the issued and outstanding common shares of Tasman by Flinders by way of plan of arrangement (the "Arrangement") has been approved by the shareholders of Tasman.
At the Meeting, Tasman's shareholders voted overwhelmingly in favour of a special resolution to approve the Arrangement between Tasman, Flinders and Tasman's shareholders. The Arrangement remains subject to certain conditions including final acceptance from the TSX Venture Exchange and a final order of the Supreme Court of British Columbia (the "Court"). A court hearing for the final order to approve the Arrangement is scheduled to take place on August 23, 2016, or such other date as the Tasman directors may by resolutions decide.
Provided that all conditions to completion of the Arrangement are satisfied or waived, on the effective date of the Arrangement, each shareholder of Tasman will receive 0.5 of a Flinders share for each Tasman share held immediately prior to the effective date of the Arrangement, subject to the terms and conditions of the Arrangement.
In order to receive Flinders' shares, after completion of the Arrangement, former Tasman registered shareholders must surrender the certificates representing their Tasman shares together with a duly completed and executed letter of transmittal to Computershare Investor Services Inc. A letter of transmittal was mailed to Tasman registered shareholders with Tasman's information circular dated July 15, 2016, and is available on Tasman's website at http://www.tasmanmetals.com/s/AGM.asp and under Tasman's profile on SEDAR at www.sedar.com
In addition, at the Meeting, Messrs. Mark Saxon, Nick DeMare, Michael Hudson, David Henstridge and Robert Atkinson were elected to serve as directors of Tasman for the ensuring year. Shareholders of Tasman also voted to re-approve Tasman's 10% rolling stock option plan and approved the appointment of D+H Group LLP, Chartered Accountants, as the auditors of Tasman for the ensuing year and the authorization for the directors of Tasman to fix their remuneration.
Subsequent to the Meeting, Tasman's directors appointed Mr. Saxon as President and Chief Executive Officer, Mr. DeMare as Chief Financial Officer and Ms. Mariana Bermudez as Corporate Secretary of Tasman. Messrs. Atkinson, Henstridge and Hudson were appointed as members of Tasman's Audit Committee.
This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Tasman Metals Ltd.,
"Mark Saxon"
Mark Saxon, President & CEO
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On behalf of the Board of Flinders Resources Ltd
"Blair Way"
Blair Way, President & CEO |
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the Frankfurt Stock Exchange accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Statements.
Certain statements found in this release may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995 (collectively, "Forward Looking Statements"). Forward-looking statements reflect the speaker's current views with respect to future events and financial performance and include any statement that does not directly relate to a current or historical fact. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, the successful completion of the Arrangement, competitive factors, general economic conditions, customer relations, uncertainties related to the availability and costs of financing, changes in corporate goals, unexpected expenditures, the ability of Flinders to identify and close suitable acquisitions, unexpected geological conditions, success of future development initiatives, imprecision in mineral resource estimates, ability to obtain necessary permits and approvals, relationships with vendors and strategic partners, the interest rate environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, changes in world metal markets, changes in equity markets, environmental and safety risks, and one-time events. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. Shareholders and other readers should not place undue reliance on "forward-looking statements," as such statements speak only as of the date of this release.
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