April 28, 2014 – Huakan International Mining Inc. (TSX-V: HK) (“Huakan”) and 0996059 B.C. Ltd. (“Newco”) report today that their previously announced amalgamation (the “Amalgamation”) has been completed.
Newco was, prior to the Amalgamation, a corporation owned by Hong Kong Huakan Investment Co., Limited (“Hong Kong Huakan”), Sun Luck Asia Investment Limited (“Sun Luck”) and Power Best Resources Inc. (“Power Best”, and together with Hong Kong Huakan and Sun Luck, the “Acquirors”), and the corporation resulting from the Amalgamation of Huakan and Newco is named “Huakan International Mining Inc.” (“Amalco”).
Pursuant to an amalgamation agreement dated March 14, 2014 between Huakan and Newco, Huakan and Newco amalgamated under the provisions of the Business Corporations Act (British Columbia) to form Amalco, effective April 25, 2014. The Amalgamation is described in further detail in the management information circular of Huakan dated March 17, 2014 which is available under Huakan’s SEDAR profile at www.sedar.com.
At a special meeting of Huakan’s shareholders held on April 17, 2014, the Amalgamation was approved by holders of common shares (“Huakan Common Shares”) of Huakan. Under the terms of the Amalgamation:
- each of the issued and outstanding Huakan Common Share, other than those held by Sun Luck, Power Best, Ms. Shu-Fen Lee (the “Ongoing Shareholder”) and certain wholly-owned subsidiaries of Hong Kong Huakan (being Huakan Resources Inc., Hua Kan International Mining Co., Ltd., Shanchuan Mining Limited and Dashan Mining Limited, and together with Sun Luck and Power Best, the “Acquiror Group”), was exchanged into one Class A preferred share of Amalco (“Amalco Class A Preferred Share”), and such Amalco Class A Preferred Shares were deemed to be redeemed immediately after the effective time of the Amalgamation in accordance with the articles of Amalco for cash consideration of CDN$0.50 per share;
- each of the issued and outstanding Huakan Common Shares held by members of the Acquiror Group was exchanged for one common share in the capital of Amalco;
- each of the issued and outstanding Huakan Common Shares held by the Ongoing Shareholder was exchanged for one common share in the capital of Amalco;
- each common share of Newco held by the Acquirors was exchanged into one Class B preferred share of Amalco (“Amalco Class B Preferred Share”), and such Amalco Class B Preferred Shares were redeemed on April 28, 2014 for their redemption price of CDN$0.001 per Amalco Class B Preferred Share in accordance with the articles of Amalco; and
- all the unissued share capital of each of Huakan and Newco was cancelled.
Upon the Amalgamation becoming effective the board of directors of Amalco will be comprised of Mr. Pengzhi Guo, Mr. Xiang Shi, Mr. Hongfei Liu, Mr. Shicheng Song, Mr. Wenhong (Wilson) Jin, Mr. Guixin Zhao and Mr. Yuandong (Jeffrey) Ren. The board of directors of Amalco wishes to thank Mr. David Bo and Mr. Garnet Dawson for their pre-Amalgamation contributions to the Huakan board of directors.
It is expected that Amalco will be de‑listed from TSX Venture Exchange from the close of the markets on April 28, 2014. Once de-listed, Amalco will take the necessary steps to cease to be a reporting issuer in each applicable province.
Cautionary Note on Forward-Looking Information
Certain information in this news release constitutes “forward‑looking information” within the meaning of Canadian securities law. Such forward‑looking information may be identified by words such as “will”, “plans”, “intends”, “expects”, “will”, “then” and include statements regarding Amalco de-listing and ceasing to be a reporting issuer. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. Factors that could cause actual results to differ materially include, among others, regulatory risks. Except as otherwise required by applicable securities law, Amalco expressly disclaims any intent or obligation to update publicly forward‑looking information, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Huakan International Mining Inc.
Fiona Leung, Chief Financial Officer at (604) 694-2344