AgriMinco announced that the TSX Venture Exchange has provided conditional acceptance of the transaction disclosed in the company's news release of March 19, 2014.
Final approval of the TSXV is subject to disinterested shareholder approval of the transaction at a special meeting of the Company’s shareholders (the "Meeting"), currently scheduled to be held on May 8, 2014. Additionally, the Company and Premier African Minerals Limited ("Premier") have agreed to extend the exercise date of the option (the "Option") to acquire the Company’s 30% interest in the Danakil Potash Project (the "Project") to five days following the Meeting.
Premier currently owns 120,000,000 common shares representing 42% of the Company’s issued and outstanding common shares and is an insider of the company.
As a result, the transaction is a related party transaction pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and triggers the requirement for a valuation and minority approval unless exemptions therefrom are available.
The Corporation is seeking minority shareholder approval for the transaction contemplated in accordance with MI 61-101.
Further, the company is relying on the exemption set forth in section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 which allows an issuer to forego a formal valuation in respect of a related party transaction if no securities of such issuer are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange. This exemption is available to AgriMinco as it is listed only on the TSX-V.
Bruce Cumming, AgriMinco’s CEO commented that "this extension to the exercise date of the option is required to allow certainty that the transaction may proceed should shareholder approval be obtained. The exercise of the option is important for the financial wellbeing of AgriMinco, with approval from the disinterested shareholders allowing AgriMinco to pursue other opportunities in agri-minerals sector, debt free."