Business
Itafos and GB Minerals Complete Plan of Arrangement
Vancouver, British Columbia--(Newsfile Corp. - February 27, 2018) - Itafos (TSXV: IFOS) and ...
About this update from Itafos Inc
[{"type":"text","content":"Itafos and GB Minerals Complete Plan of ArrangementVancouver, British Columbia--(Newsfile Corp. - February 27, 2018) - Itafos (TSXV: IFOS) and GB Minerals Ltd. (\"GB Minerals\") (TSXV: GBL) are pleased to announce today the completion of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the \"Arrangement\"), pursuant to which Itafos acquired all of the issued and outstanding common shares of GB Minerals (the \"GB Minerals Shares\") not already owned directly or indirectly by Itafos in exchange for ordinary shares of Itafos (the \"Itafos Shares\") or a combination of Itafos Shares and cash, as further described below. As a result of the Arrangement, GB Minerals has become an indirect and wholly owned subsidiary of Itafos.Under the Arrangement, holders of GB Minerals Shares (the \"GB Minerals Shareholders\"), other than Itafos and its affiliates, were able to elect to receive one of the following: (i) 0.035714 of an Itafos Share for each GB Minerals Share held (the \"Share Option\"); or (ii) a combination of C$0.05 in cash and 0.011905 of an Itafos Share for each GB Minerals Share held (the \"Cash and Share Option\" and, together with the Share Option, the \"Consideration\"). GB Minerals Shareholders that did not make a valid election to receive the Cash and Share Option prior to 5:00 p.m. (Toronto time) on February 22, 2018, the election deadline, are deemed to have elected to receive the Share Option. Outstanding options to purchase GB Minerals Shares were cancelled in accordance with the terms of the Arrangement.All GB Minerals Shareholders will be provided with the Consideration described above, depending on the election or deemed election, as the case may be, made by such shareholder. Of the 747,948,785 GB Minerals Shares not already owned directly or indirectly by Itafos, approximately 86.5% (647,255,464 GB Minerals Shares) will receive the Cash and Share Option and approximately 13.5% (100,693,321 GB Minerals Shares) will receive the Share Option. As a result, Itafos will be paying C$32,362,773.20 and issuing approximately 11,301,732 Itafos Shares to GB Minerals Shareholders pursuant to the Arrangement. Pursuant to the letter of transmittal and election mailed to registered GB Minerals Shareholders as part of the materials in connection with the Meeting (as defined below), ...