Serengeti and Sun Metals Announce Results of Shareholder and Securityholder Meetings
Press Release
Vancouver, BC– Serengeti Resources Inc. (TSX-V: SIR) (“Serengeti”) and Sun Metals Corp. (TSX-V: SUNM) (“Sun Metals”) are pleased to announce the results of the Serengeti special meeting of shareholders and the Sun Metals special meeting of securityholders, which were held virtually on February 26, 2021.
Serengeti Meeting
A total of 61,078,247 common shares were voted at the Serengeti special meeting of shareholders, representing 55.02% of total common shares issued and outstanding as at the record date of the meeting. Shareholders voted in favour of all items put forward by the Board of Directors and management:
- 99.93% in favour of the resolution to approve the plan of arrangement involving Serengeti and Sun Metals Corp.;
- 99.83% in favour of the resolution to approve the consolidation of Serengeti common shares (the “Consolidation”) on the basis of one (1) post Consolidation Serengeti common share for every two (2) pre-Consolidation Serengeti common shares;
- 99.61% in favour of the resolution to approve the amended and restated stock option plan of Serengeti;
- 99.67% in favour of the resolution of disinterested Serengeti Shareholders to approve a deferred share unit plan of Serengeti;
- 99.67% in favour of the resolution of disinterested Serengeti Shareholders to approve a restricted share unit plan of Serengeti.
Sun Metals Meeting
A total of 70,399,056 common shares, 11,182,667 stock options, and 586,250 warrants were voted at the Sun Metals special meeting of securityholders, representing 41.00% of total common shares issued and outstanding as at the record date of the meeting, 83.87% of stock options issued and outstanding as at the record date of the meeting, and 1.86% of warrants issued and outstanding as at the record date of the meeting. Shareholders, and shareholders, optionholders and warrantholders voting as a single class, voted 99.84% and 99.86%, respectively, in favour of the sole item put forward by the Board of Directors and management, being the resolution to approve the plan of arrangement involving Serengeti and Sun Metals Corp. The arrangement resolution was also approved by a majority of Sun Metals’ disinterested shareholders, as required under applicable securities laws.
Plan of Arrangement
In January 2021, Sun Metals obtained an interim order from the Supreme Court of British Columbia with respect to the proposed plan of arrangement, pursuant to which Serengeti will acquire all of the issued and outstanding common shares of Sun Metals, on the basis of 0.215 of a post-Consolidation Serengeti common share for each Sun Metals share, which is 0.43 of a pre-Consolidation Serengeti common share for each Sun Metals share on a pre-Consolidation basis (the “Transaction”). Subject to receipt of all requisite approvals, including final TSX Venture Exchange approval, court approval, and waiver or satisfaction of all relevant conditions, closing of the Transaction is expected to be on or about March 5, 2021.
The Consolidation is anticipated to be completed immediately prior to closing of the Transaction. Following the Consolidation, the 111,653,368 outstanding common shares of Serengeti will be consolidated such that there will be approximately 55,826,684 outstanding common shares, not including any Serengeti common shares to be issued pursuant to the Transaction. Serengeti also intends to proceed with a name change to Northwest Copper Corp. in connection with the closing of the Transaction. The common shares of Serengeti are expected to trade at the open of the market on March 5, 2021 on a post-Consolidation and post-name change basis with the ticker symbol “NWST”.
The Transaction will consolidate the contiguous copper-gold exploration and development assets of Kwanika and Stardust, both of which will benefit from operational synergies as the projects advance with a combined development strategy, along with the robust portfolio of British Columbia copper-gold assets held by the companies. The combined company will be well positioned and capitalized as a result of the recently completed $10,350,000 upsized subscription receipt financing of Sun Metals (the “Financing”) to take advantage of a strengthening copper market.
Upon completion of the Transaction, Mark O’Dea will assume the role of Executive Chairman of Serengeti and the Serengeti board of directors will comprise Mark O’Dea, David Moore, Lewis Lawrick, Teodora Dechev, Sean Tetzlaff and Richard Bailes. David Moore will continue as Interim President and Chief Executive Officer until such time as a full time CEO is appointed, and Lauren McDougall will assume the role of Chief Financial Officer and Ian Neill the role of Vice President Exploration. Following the Transaction, Sun Metals shareholders, including holders of Sun Metals common shares issued on conversion of the subscription receipts issued from the Financing, will hold approximately 49.6% of the combined company.
About Serengeti
Serengeti is a mineral exploration company managed by an experienced team of professionals with a solid track record of exploration success. The Company is currently advancing its majority-owned, advanced Kwanika copper-gold project and exploring its extensive portfolio of properties in north-central British Columbia. Additional information can be found on the Company’s website at www.serengetiresources.com.
About Sun Metals
Sun Metals is advancing its 100% owned flagship, high-grade copper-gold rich Stardust Project located in north-central British Columbia, Canada. Sun Metals also owns the Lorraine copper-gold project, and the OK copper-molybdenum project.
On Behalf of the Board of Directors of Serengeti Resources Inc.
“David W. Moore”
President, CEO & Director
On Behalf of the Board of Directors of Sun Metals Corp.
“Steve Robertson”
President, CEO & Director
For further information, please contact:
Serengeti Resources Inc.
Tel: 604-605-1300
Email: info@serengetiresources.com
Sun Metals Corp.
Tel: 604-683-7790
Email: info@sunmetals.ca
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