VANCOUVER, BRITISH COLUMBIA November 30, 2016 – Orla Mining Ltd. (“Orla Mining” or the “Company”) (TSXV: OLA) is pleased to announce that at a special meeting (the “Meeting”) of the shareholders (“Shareholders”) and optionholders (“Optionholders”) of the Company held on November 30, 2016, the Shareholders and Optionholders approved the proposed amalgamation of the Company and Pershimco Resources Inc. (“Pershimco”) to be completed by way of a plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”). Additionally, Shareholders approved (i) the continuance of the Company (the “Continuance”) from the Province of Ontario into the Federal jurisdiction of Canada in accordance with the CBCA, and (ii) the adoption of a new incentive stock option plan (the “New Incentive Plan”) of the amalgamated company following completion of the Arrangement.
The Arrangement was approved by the affirmative vote of (i) 99.98% of the votes cast by Shareholders and Optionholders, present in person or represented by proxy at the Meeting; and (ii) 99.93% of the votes cast by Shareholders, excluding votes cast in respect of shares over which Marc Prefontaine, Hans Smit, Troy Fierro, Richard Hall, Kerry Sparkes, Aaron Wolfe, Pierre Lassonde and John Graham, and their affiliates and joint actors, exercise control or direction. The Continuance was approved by the affirmative vote of 99.98% of the votes cast by Shareholders, present or represented by proxy at the Meeting and the New Incentive Plan was approved by the affirmative vote of 99.81% of the votes cast by Shareholders, present or represented by proxy at the Meeting.
On October 31, 2016, the Company obtained an interim order of the Superior Court of Québec (commercial division) (“Court”) under the CBCA in connection with the Arrangement. The Company is scheduled to return to Court on December 2, 2016, to seek a final order to implement the Arrangement. The completion of the Arrangement remains subject to certain other conditions and is expected to be completed on or about December 6, 2016.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issued pursuant to the Arrangement are intended to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) and Section 3(a)(9), as applicable, of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.
Further information about the Arrangement is set out in the Company’s management information circular dated October 31, 2016, which is available on SEDAR under Orla’s issuer profile at www.sedar.com.
ON BEHALF OF THE BOARD
President, Chief Executive Officer & Director
About Orla Mining
Orla Mining is a closely held mineral exploration company led by a group of seasoned mining executives. The Company’s focus is to acquire mineral exploration opportunities where the Company’s exploration and development expertise and corporate share structure could substantially enhance shareholder value.
For further information, please contact:
Orla Mining Ltd.
President & Chief Executive Officer
Cautionary Note Regarding Forward Looking Information
This news release contains certain “forward-looking statements” within the meaning of Canadian and United States securities legislation, including, without limitation, statements with respect to the expected use of proceeds and the Company’s objectives and strategies. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur; they are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “aims”, “potential”, “goal”, “objective”, “prospective”, and similar expressions, or that events or conditions “will”, “would”, “may”, “can”, “could” or “should” occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Certain material assumptions regarding such forward-looking statements are discussed in this news release, including without limitation, assumptions with respect to the Company using the proceeds as currently contemplated. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the closing of the financing and risks associated with executing the Company’s objectives and strategies, including costs and expenses. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.
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