Josemaria Resources is a natural resources company focused on developing its advanced stage, 100% owned Josemaria Copper-Gold Project in the San Juan Province of Argentina
Josemaria completes Plan of Arrangement with Lundin Mining. (Credit: Khusen Rustamov from Pixabay)
Josemaria Resources Inc. (TSX: JOSE) (OMX: JOSE) (OTCQB: JOSMF) (“Josemaria” or the “Company”) is pleased to announce that all conditions to the closing of its previously announced plan of arrangement (the “Arrangement” or the “Transaction”) with Lundin Mining Corporation (“Lundin Mining”) (TSX:LUN) (OMX: LUMI) have been satisfied and the Arrangement will take effect at 12:01am (Vancouver time) on April 28, 2022 (the “Effective time”). Under the Arrangement, Lundin Mining will acquire all of the outstanding common shares of Josemaria (the “Josemaria Shares”) for total consideration of approximately C$630 million on a fully diluted basis. As a result of the Arrangement, Josemaria will become a wholly-owned subsidiary of Lundin Mining.
The Transaction was previously approved by the securityholders of the Company at the special meeting of securityholders held on April 21, 2022 (the “Meeting”) and approved by a final order of the British Columbia Supreme Court issued on April 26, 2022. Upon closing of the Arrangement, each shareholder of Josemaria (“Shareholder”) (other than Lundin Mining and any of its subsidiaries) will receive as consideration for such Shareholder’s Josemaria Shares, at such Shareholder’s election: (i) C$1.60 in cash for each Josemaria Share held (the “Cash Consideration”), or (ii) 0.1487 of a Lundin Mining common share (each whole share, a “Lundin Mining Share”) for each Josemaria Share held (the “Share Consideration”), plus for each whole Lundin Mining Share issued to such Shareholder, C$0.11 in cash will also be paid to such Shareholder (the “Share Consideration Cash Payment”), or (iii) any combination thereof. The Cash Consideration and Share Consideration (together, the “Consideration”) are subject, in each case, to pro-ration based on a maximum cash consideration of approximately C$181 million and a maximum of approximately 40 million Lundin Mining Shares pursuant to the terms of the plan of arrangement (the “Plan of Arrangement”) and the arrangement agreement between Josemaria and Lundin Mining dated December 19, 2021. The Shareholders who did not make an election or a valid election were deemed to have elected the Share Consideration (together with the applicable Share Consideration Cash Payment) in respect of each Josemaria Share held, subject to pro-ration. Optionholders who did not validly exercise their Josemaria stock options prior to the closing date of the Transaction will receive appropriately adjusted fully-vested options to acquire Lundin Mining Shares from Lundin Mining in accordance with the Plan of Arrangement.
The Josemaria Shares are expected to be delisted from Nasdaq Stockholm as of April 29, 2022 and are expected to be delisted from the Toronto Stock Exchange (the “TSX”) after the end of trading on May 2, 2022. An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions.
Source: Company Press Release