Particulars of the Transaction
Under the terms of the Arrangement Agreement, holders of Revelo Shares ('Revelo Shareholders') will be entitled to receive, in exchange for each Revelo Share held immediately prior to the effective time of the Transaction: (i) 0.9184 ordinary shares of Austral (each whole share, an 'Austral Share'), and (ii)
Completing the Transaction will, among other things, require the approval of at least two-thirds (66 percent) of the votes cast by Revelo Shareholders at a special meeting expected to take place in early
There will be no changes to the
Completion of the Transaction remains subject to the satisfaction (or waiver) of a number of conditions precedent, including, but not limited to the following material conditions: approval of the Revelo Shareholders at the Revelo Meeting; obtaining all applicable regulatory approvals (including court approval in B.C.,
The Arrangement Agreement includes covenants typical of transactions of this nature, including with respect to non-solicitation and right to match. In addition, Revelo and Austral have each agreed to pay a termination fee of
If all conditions precedent for completion of the Transaction are satisfied or waived, the Transaction is expected to close during
Austral's Chief Executive Officer, Stabro Kasaneva, said; 'We are very pleased to have entered into the definitive Arrangement Agreement with Revelo. The addition of Revelo's assets to our portfolio, including three projects located close to our pre-existing Guanaco/Amancaya mining complex is strategic, and provides us with a leading role in the Paleocene-Eocene Belt in
Revelo's Chairman,
Full details of the Arrangement will be included in the management information circular of Revelo describing the matters to be considered at the Revelo Meeting which is expected to be mailed to the Revelo Shareholders in
ABOUT AUSTRAL
ABOUT REVELO
Contact:
Tel: +54 (11) 4323 7558
Forward Looking Statements
Statements in this news release that are not historical facts are forward-looking statements. Forward- looking statements are statements that are not historical and consist primarily of projections - statements regarding future plans, expectations and developments. Words such as 'expects', 'intends', 'plans', 'may', 'could', 'potential', 'should', 'anticipates', 'likely', 'believes' and words of similar import tend to identify forward-looking statements. Forward-looking statements in this news release include, without limitation, the timing and ability of Austral and Revelo to complete the Transaction (if at all); completing the Transaction on the terms in the Arrangement Agreement; the timing of the Revelo Meeting; the expected timing and contents of the of the management information circular of Revelo; the ability of Austral and Revelo to satisfy the conditions precedent, including obtaining all required regulatory approvals, to completing the Transaction.
These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation, approval of the Transaction by Revelo Shareholders at the Revelo Meeting; the ability of the parties to receive, in a timely manner, the necessary regulatory and other third party approvals; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Transaction; the ability of Austral to realize the assumed benefits of the Transaction; business integration risks; commodity price fluctuations; political or economic instability and regulatory changes; currency fluctuations; the state of the capital markets especially in light of the effects of the novel coronavirus; uncertainty in the measurement of mineral reserves and resource estimates; potential labour unrest; reclamation and closure requirements for mineral properties; unpredictable risks and hazards related to the development and operation of a mine or mineral property that are beyond Austral's or Revelo's control; the availability of capital to fund all of the Austral and Revelo projects and other risks and uncertainties identified under the heading 'Risk Factors' in Austral's continuous disclosure documents filed on the ASX and on SEDAR. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Austral and Revelo cannot assure readers that actual events, performance or results will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Austral's and Revelo's forward-looking statements reflect current expectations regarding future events and operating performance and speak only as of the date hereof and Austral and Revelo do not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable law.
(C) 2020 Electronic News Publishing, source