Wawa-news.com You can't hear the 'big picture'!
Orla Mining Ltd. is pleased to announce that it has filed a management information circular and related materials for its special meeting of shareholders of the Company to be held on January 21, 2025 in connection with the proposed acquisition of the Musselwhite Mine from Newmont Corporation announced on November 18, 2024 (the “Transaction”).
Along with the Meeting Materials, the Company has also filed an independent technical report on the Musselwhite Mine (the “Technical Report”), prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
The Meeting Materials and Technical Report are available on SEDAR+ and EDGAR under the Company’s profile at www.sedarplus.ca and www.sec.gov, respectively, as well as the Company’s website at www.orlamining.com/investors/musselwhite-special-meeting.
The Meeting will be held at 8:00 a.m. (Vancouver time) on January 21, 2025, at Suite 3500 – 1133 Melville Street, Vancouver, British Columbia V6E 4E5.
Registered Shareholders and duly appointed proxyholders will have an opportunity to attend, vote and ask questions during the Meeting by following the instructions set out in the Meeting Materials. Beneficial Shareholders may vote or appoint a proxy using the voting instruction form provided to such holders. Shareholders should closely review the Meeting Materials to ensure that they are able to cast their vote at the Meeting.
Meeting Resolutions
At the Meeting, Shareholders will be asked to approve ordinary resolutions approving:
- the Transaction; and
- a concurrent private placement of convertible notes and common share purchase warrants to Pierre Lassonde and Fairfax Financial Holdings Limited (“Fairfax”), both of whom are “insiders” of the Company, the net proceeds of which will fund a portion of the purchase price of the Transaction (the “Concurrent Private Placement”).
In accordance with Multinational Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and sections 501(c) and 604(a)(ii) of the TSX Company Manual, the votes attached to the common shares of the Company (the “Shares”) held by Newmont, Mr. Lassonde and Fairfax will be excluded from voting on the Transaction and Concurrent Private Placement.
Shareholder approval of both the Transaction and the Concurrent Private Placement is a condition precedent to the completion of the Transaction. Full details of the Transaction are included in the Meeting Materials. Closing of the Transaction is expected to occur in the first quarter of 2025, subject to satisfaction of the conditions to closing.
The Directors and Officers of the Company, along with certain key shareholders, (collectively, the “Supporting Shareholders”), have entered into voting support agreements with Orla and Newmont and have agreed to vote in favour of the Transaction and the Concurrent Private Placement.
While Mr. Lassonde, Fairfax and Newmont are in support of the Transaction and the Concurrent Private Placement, the votes attached to the Shares held by such Shareholders will be excluded from voting under MI 61-101 and the TSX Company Manual. As such, the Supporting Shareholders represent approximately 19% of the Shares eligible to vote on the Transaction and the Concurrent Private Placement.
- Men’s Curling Standings – December 23 - December 23, 2024
- Orla Mining Announces Filing of Special Meeting Materials and 43-101 Technical Report for Musselwhite Acquisition - December 23, 2024
- Statement by Minister Hajdu on Jordan’s Principle - December 23, 2024
