TMAC announces 97.1% vote to approve sale of company to Shandong and board changes
26 June 2020
TMAC Resources Inc. announces that, at a special meeting of shareholders held today, its shareholders approved a special resolution (the “Transaction Resolution”) with respect to the previously announced plan of arrangement (the “Transaction”) with Shandong Gold Mining Co. Ltd. and an affiliate (“Shandong” or the “Purchaser”). The Transaction provides for the acquisition by an affiliate of the Purchaser of all of the issued and outstanding common shares of TMAC (“Common Shares”) not already owned by Shandong. Cash consideration of C$1.75 will be paid by the Purchaser for each Common Share acquired by it.
The detailed voting results regarding approval of the Transaction Resolution in connection with the Transaction are as follows:
A total of 97,465,480 Common Shares were cast, representing 74.90% of the total issued and outstanding Common Shares. Of those votes cast, 94,618,522 Common Shares, representing 97.08%, were voted in favour of the Transaction.
TMAC intends to seek a final order of the Ontario Superior Court of Justice to approve the Transaction at a hearing expected to be held on June 30, 2020. Subject to obtaining all required approvals and satisfying all required conditions, the Transaction is expected to close in the third quarter of 2020. Following closing of the Transaction, the Common Shares will be de-listed from the Toronto Stock Exchange.
CHANGES TO THE BOARD OF DIRECTORS
Jacques Perron will be leaving the Board of Directors of the Company (the “Board”), effective today, given his recent appointment as President & Chief Executive Officer of another Canadian gold producer. Calum Semple, TMAC’s Executive Vice President, Operations, is joining the Board effective today to replace Mr. Perron.
Andrew Adams, Chairman of the Board of Directors of TMAC, stated, “On behalf of the employees and the Board of Directors of TMAC, I would like to thank Jacques for his service to the company and its stakeholders, including as inaugural Chair of our Technical Committee and as a member of the Special Committee that was formed with responsibility for the strategic process initiated earlier this year. We wish Jacques great success in his new executive role. We are pleased to welcome Calum to the Board, and we look forward to the engineering and technical expertise that he will bring.”
EXECUTIVE COMPENSATION DISCLOSURE
In accordance with Ontario Instrument 51-504 - Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials of the Ontario Securities Commission, the Company has delayed the public filing of its executive compensation disclosure. If the Company is required to hold an annual general meeting of its shareholders prior to December 31, 2020, its executive compensation disclosure will be included in the management information circular in respect of such meeting.