Pursuant to the Arrangement, each issued and outstanding Orca Share (other than Orca Shares held by Perseus's wholly-owned subsidiary,
The total number of Orca Shares represented by shareholders present in person and by proxy at the Meeting was 146,035,421, representing approximately 55.98 per cent of the issued and outstanding Orca Shares. The total number of options and share rights represented by securityholders present in person and by proxy at the Meeting was 9,872,501, representing all of Orca's issued and outstanding incentive securities.
Holders of the requisite majorities of Orca Shares, options and share rights voted in favour of the special resolution to approve the Arrangement (the "Arrangement Resolution"), as follows:
Approval Type | # Votes For | % Votes For | # Votes Against | % Votes Against |
Shareholder Approval(1) | 146,020,180 | 99.99% | 15,241 | 0.01% |
Securityholder Approval(2) | 155,892,681 | 99.99% | 15,241 | 0.01% |
Disinterested Shareholder Approval(3) | 129,284,358 | 99.99% | 15,241 | 0.01% |
Notes: | |
(1) | At least two-thirds of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, voted in favour of the Arrangement Resolution, as required by the interim order of the |
(2) | At least two-thirds of the votes cast by Orca Securityholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class, voted in favour of the Arrangement Resolution, as required by the interim order of the Court. |
(3) | At least a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding those shareholders whose votes were required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement Resolution, as required by the interim order of the Court. |
Detailed voting results for the Meeting are available under Orca's profile on SEDAR at www.sedar.com. The Arrangement is still subject to other conditions to closing, including final approval of the Arrangement by the Court.
Further information regarding the Arrangement is provided in Orca's management information circular dated
About
About Perseus Mining Limited
Perseus Mining Limited (ASX/TSX: PRU) is an African focused gold production, development and exploration company headquartered in
Cautionary Statement Regarding Forward-Looking Information
Certain information set forth in this news release, including, without limitation, the anticipated timing for closing the transaction, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Orca's control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Orca, including expectations and assumptions concerning the receipt, in a timely manner, of Court approval in respect of the transaction.
Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to, risks that are inherent in the nature of the transaction, including failure to satisfy the conditions to the completion of the transaction and failure to obtain any required approvals (or to do so in a timely manner). The anticipated timeline for completion of the transaction may change for a number of reasons, including the inability to secure necessary Court approval in the time assumed. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the transaction. A comprehensive discussion of other risks that impact Orca can also be found in Orca's public reports and filings which are available under Orca's profile at www.sedar.com.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Orca does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.
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