Lorraine Copper Securityholders Approve Arrangement
Vancouver, B.C. (April 5, 2019) – Lorraine Copper Corp. (“Lorraine”) (TSXV: LLC; OTCQB: LRCPF) is pleased to announce the voting results from its special meeting of securityholders (the “Meeting”) held earlier today concerning the indirect merger of Lorraine and Sun Metals Corp. (“Sun Metals”) (TSXV: SUNM). Sun Metals is currently earning a 100% interest in Lorraine’s wholly-owned Stardust project in northcentral British Columbia.
At the Meeting, holders of Lorraine common shares (each, a “Lorraine Shareholder”), warrants and options (collectively, “Lorraine Securityholders”) were asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving a plan of arrangement under section 288 of the Business Corporations Act (British Columbia) whereby, among other things: (a) Lorraine Shareholders will receive, for each common share of Lorraine (each, a “Lorraine Share”) held, 0.54 of a Sun Metals common share; and (b) Lorraine will be amalgamated with a wholly-owned subsidiary of Sun Metals and Sun Metals will indirectly acquire all of the issued and outstanding Lorraine Shares (the "Arrangement").
The Arrangement Resolution was approved overwhelmingly by Lorraine Securityholders eligible to vote at the Meeting or by proxy as follows:
- In respect of all votes cast by Lorraine Shareholders only, the Arrangement Resolution was approved by a total of 17,632,183 Lorraine Shares, representing approximately 34.60% of the issued and outstanding Lorraine Shares as of the record date for the Meeting, and approximately 99.97% of the total votes cast;
- In respect of all votes cast by Lorraine Securityholders voting together as a single class, the Arrangement Resolution was approved by a total of 21,829,255 securities of Lorraine, representing approximately 29.84% of the issued and outstanding securities of Lorraine as of the record date for the Meeting, and approximately 99.98% of the total votes cast; and
- In respect of all votes cast by Lorraine Shares, other than those required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Arrangement Resolution was approved by a total of 16,139,144 Lorraine Shares, representing approximately 31.67% of the issued and outstanding Lorraine Shares as of the record date for the Meeting, and approximately 99.97% of the total votes cast.
The Arrangement Resolution required the approval of (i) at least 66⅔% of the votes cast on the Arrangement Resolution by the Lorraine Shareholders; and (ii) at least 66⅔% of the votes cast on the Arrangement Resolution by the Lorraine Securityholders, voting together as a single class; and (iii) subject to the simple majority of the votes cast on the Arrangement Resolution excluding the votes for Lorraine Shares held or controlled by “interested parties” as defined under MI 61-101.
Lorraine intends to apply for a final order from the British Columbia Supreme Court with respect to the Arrangement on April 10, 2019. Closing of the Arrangement remains subject to customary closing conditions, including the aforementioned Court order. Assuming the satisfaction of these closing conditions, the Arrangement is expected to be completed on or about April 12, 2019.
Lorraine is a Canadian mineral exploration company that is acquiring and advancing copper, gold and molybdenum projects at intermediate to advanced stages that hold significant resources. Lorraine currently owns three properties all of which have defined resources: Lorraine copper-gold (joint- ventured with Teck Limited), OK copper-molybdenum and Stardust (under option to Sun Metals). For further information please visit Lorraine’s website at www.lorrainecopper.com.
For Further Information:
Lorraine Copper Corp.
Glen Garratt, P.Geo.
(604) 681-7913 or (888) 656-6611 (Toll Free)
Neither 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 Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements, including obtaining final court approval of the Arrangement and timing and completion of the Arrangement. In making the forward-looking statements in this release, Lorraine has applied certain factors and assumptions that are based on Lorraine’s current beliefs as well as assumptions made by and information currently available to Lorraine. Although Lorraine considers these assumptions to be reasonable based on information currently available to Lorraine, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Lorraine does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.