The resolutions approving the continuance and the arrangement were each approved by over 99% of the votes cast by HDGC shareholders present in person or by proxy at the meeting.
The resolution approving the Arrangement was also approved by over 99% of the votes cast by HDGC shareholders present in person or by proxy at the meeting, excluding HDGC shareholders who were "interested parties", which included shares held by SASC and its directors and officers, as required pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
At a separate meeting also held today, the shareholders of SASC also approved the Arrangement and the continuance of SASC under the BCBCA.
Under the Arrangement, each HDGC share will be exchanged for 0.275 of a SASC Class A Share (to be re-designated as part of the Arrangement as "common shares"), resulting in SASC issuing approximately 19.46 million Class A Shares to the HDGC shareholders, representing approximately 14.3% of SASC’s post-Arrangement issued and outstanding Class A Shares. Also as part of the Arrangement, immediately prior to the acquisition of HDGC, each SASC shareholder will exchange each of its SASC common shares for one SASC Class A Share and one SASC Class B Non-Voting Share. The Class A Shares (to be re-designated as "common shares") will carry voting, dividend and liquidation rights similar to SASC’s current common shares, while the Class B Non-Voting Shares will be non-voting and non-participating in regards to dividend and liquidation rights but will entitle the holders collectively to 85% of the net cash proceeds received from any award or settlement in connection with the ongoing dispute with Bolivia related to its expropriation of the Malku Khota Project. The remaining 15% of the net cash proceeds received from any award or settlement will be retained by the combined company.
The Toronto Stock Exchange has conditionally approved the Arrangement including the listing of Class B Non-Voting Shares to be issued thereunder.
While both SASC and HDGC shareholders have approved the Arrangement, the transaction remains subject to the approval of the Supreme Court of British Columbia. The application to the Supreme Court of British Columbia to obtain the final court order approving the Arrangement is expected to be heard on or about December 19, 2013. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about December 20, 2013.