Mason Resources Issues Amendment to Management Information Circular
VANCOUVER, Nov. 30, 2018 /PRNewswire/ - Mason Resources Corp. (TSX:MNR; OTCQB: MSSNF – "Mason" or the "Company") announces that the Company is making an amendment to its management information circular dated November 19, 2018 (the "Circular") to clarify the minority approval requirements for the previously announced plan of arrangement (the "Arrangement") with Hudbay Minerals Inc. ("Hudbay"), whereby Hudbay will acquire all of the issued and outstanding shares of the Company ("Company Shares") it does not currently own.
To be effective, the Arrangement must be approved by a special resolution passed by (i) at least two-thirds of the votes cast by shareholders who are present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by shareholders (excluding Hudbay, its affiliates and any other persons required to be excluded in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")) who are present in person or represented by proxy at the Meeting (the "Minority Approval").
Upon a recalculation of the number of Company Shares beneficially owned by each of the directors and executive officers of the Company for the purposes of MI 61-101 (including vested convertible securities), the Company has determined that the statement on page 48 of the Circular under the heading "Securities Laws Considerations – Canadian Securities Laws – Related Party Transactions – Minority Approval", that "none of the related parties entitled to receive "collateral benefits" exercised control or direction over, or beneficially owned, more than one percent (1%) of the outstanding Company Shares, as calculated in accordance with MI 61-101", is incorrect.
The Company has determined that each of Alan Edwards, James Harris, Duane Lo, Susan McLeod and Stephen Scott (together with Hudbay, the "Excluded Persons") exercise control or direction over, or beneficially own, more than one percent (1%) of the outstanding Company Shares as calculated in accordance with MI 61-101 and will receive a "collateral benefit" (as defined in MI 61-101) in connection with the Arrangement.
In accordance with MI 61-101, a total of 12,457,055 Company Shares held by the Excluded Persons at the record date for the Meeting (the "Record Date"), representing approximately 15.9% of the issued and outstanding Company Shares, will be excluded for the purposes of determining the Minority Approval.
As at the Record Date, to the knowledge of the Company, the Excluded Persons beneficially owned or exercised control or direction over the following number of Company Shares (excluding vested convertible securities): (i) Hudbay - 10,854,170; (ii) Alan Edwards – 400,569; (iii) James Harris – 293,877; (iv) Duane Lo – 332,735; (v) Susan McLeod – 357,803; and (vi) Stephen Scott – 217,901.
About Mason Resources Corp.
Mason's key asset is its 100% owned Ann Mason project – an extensive, prospective land package located in the Yerington District of Nevada. The Ann Mason project hosts two copper-molybdenum porphyry deposits, Ann Mason and Blue Hill, as well as numerous earlier-stage or untested priority targets. The Ann Mason deposit is currently at a PEA level and is among the largest undeveloped copper porphyry resources in Canada/U.S.A. The excellent infrastructure, year-round access, strong community support and clear permitting process are all factors that contribute to making Yerington, Nevada one of the best mining jurisdictions in the world. Mason also holds a 100% interest in the Lordsburg property, an exciting earlier-stage copper-gold porphyry project, located within an historic mining district in New Mexico.
Forward-Looking Information
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward looking statements include, but are not limited to, statements regarding the anticipated Arrangement and the conditions for closing thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Mason's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the risk that the Arrangement does not close on a timely basis or at all or that some or all of the anticipated benefits thereof are not achieved; unanticipated costs, expenses or liabilities; discrepancies between actual and anticipated production, mineral resources and metallurgical recoveries; the size, grade and continuity of deposits not being interpreted correctly from exploration results; the results of preliminary test work not being indicative of the results of future test work; risks related to international operations, including legal and political risk; risks associated with changes in the attitudes of governments to foreign investment; changes in project parameters as plans continue to be refined; inability to upgrade Inferred mineral resources to Indicated or Measured mineral resources; inability to convert mineral resources to mineral reserves; conclusions of economic evaluations; fluctuations in commodity prices and demand; changing foreign exchange rates; actions by government authorities; the availability of funding on reasonable terms; the impact of changes in interpretation to or changes in enforcement of, laws, regulations and government practices, including laws, regulations and government practices with respect to mining, foreign investment, royalties and taxation; the terms and timing of obtaining necessary environmental and other government approvals, consents and permits; title disputes; limitations on insurance coverage; the availability and cost of necessary items such as power, water, skilled labour, transportation and appropriate smelting and refining arrangements; as well as other uncertainties and risk factors set out in filings made from time to time with Canadian securities regulators, including, without limitation, Mason's Annual Information Form for the financial year ended December 31, 2017, which is filed on SEDAR; and any misjudgements in the course of preparing forward-looking statements. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Mason disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Mason undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Mason, its financial or operating results or its securities.
SOURCE Mason Resources
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