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Avesoro Resources Inc. — M&A Activity 2020
Jan 4, 2020
46789_rns_2020-01-03_c10c07f7-fc09-4f03-bb4d-b62a2b79f47a.PDF
M&A Activity
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NOTICE GIVEN BY AVESORO RESOURCES INC. Pursuant to Subsection 206(8) of the Canada Business Corporations Act
January 3, 2020
Dear Sir or Madam:
On October 17, 2019, Avesoro Jersey Limited (the Offeror), a private company incorporated under the laws of Jersey and wholly-owned by Avesoro Holdings Limited (AHL), mailed its offer to purchase all of the issued and outstanding common shares (the Common Shares) of Avesoro Resources Inc. (Avesoro) not currently owned by the Offeror or any of its affiliates or associates at a price of £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share (the Offer). The Offer, as amended by a Notice of Variation and Extension dated November 22, 2019, expired at 5:00 p.m. (Toronto time) on December 3, 2019. Upon the expiry of the Offer, the Offeror acquired 20,404,325 Common Shares pursuant to the Offer, representing approximately 92.25% of the Common Shares subject to the Offer.
Pursuant to an Offeror's Notice of Compulsory Acquisition dated and mailed on December 6, 2019 (the Offeror's Notice), the Offeror provided you with notice of, among other things, its intention to exercise its right under Section 206 of the Canada Business Corporations Act (the CBCA) to acquire all Common Shares not purchased by it under the Offer, on the same terms as the Offer at a price of £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share. As indicated in the Offeror's Notice, each "dissenting offeree" shareholder (as such term is defined under the CBCA) was required to make an election, as provided in clause 206(3)(c) of the CBCA, with respect to his/her/its Common Shares to either (i) transfer his/her/its Common Shares to the Offeror on the same terms as the Offer, or (ii) demand payment of fair value of his/her/its Common Shares as determined by a Court. In accordance with the CBCA, the Offeror's Notice also required you to send all certificates representing your Common Shares to Computershare Trust Company of Canada (Computershare), as agent for Avesoro, to one of the addresses indicated below, within 20 days after receipt of the Offeror's Notice.
The certificates representing your Common Shares have not yet been received by either Avesoro or by Computershare, as agent for Avesoro. Accordingly, pursuant to the applicable provisions of the CBCA, you are hereby notified that the Offeror has been deemed to have acquired your Common Shares and that the certificates representing your Common Shares have now been cancelled.
Computershare, as agent for Avesoro, holds in trust for you £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share to which you are entitled as payment for your Common Shares. Unless you have elected to demand payment of the fair value of your Common Shares and apply to a court in accordance with the provisions of the CBCA to fix the fair value of your former Common Shares, Computershare, as agent for Avesoro, will send that money to you, without delay, after receiving the certificates representing your former Common Shares at either of the following addresses:
By Mail Computershare Trust Company of Canada P.O. Box 7021, 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions
By Registered Mail, Hand or by Courier Computershare Trust Company of Canada 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Attention: Corporate Actions
Toll Free (North America): 1-800-564-6253 Outside North America: 1-514-982-7555 E-Mail: [email protected]
Questions and requests for assistance may be directed to the Computershare at the telephone numbers and locations set out above.
If certificates representing Common Shares are sent by mail, it is recommended that you use registered mail. Please note that you will not receive any payment for your former Common Shares until you deliver the share certificates representing such shares to Computershare. If your share certificates have been lost, stolen or destroyed, please contact Computershare at one of the addresses or at one of the telephone numbers indicated above for the procedure to be followed in such cases.
Yours very truly,
AVESORO RESOURCES INC.
Per: (signed) "Serhan Umurhan" Name: Serhan Umurhan Title: Chief Executive Officer
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