Annual Meeting of Shareholders

The Plan of Arrangement

 

On October 28, 2019 Buchans, Canadian Manganese and Minco (collectively the “Companies”) entered into an agreement (the “Arrangement Agreement”) under which they agreed to adopt and implement a group restructuring under a Court supervised Plan of Arrangement (the “Arrangement”) whereby the shares of two of Buchans’ wholly-owned subsidiaries will be distributed to Buchans Shareholders and both will become stand-alone, public companies.

Under the proposed Plan of Arrangement, if approved, shareholders will retain their existing shares of Buchans and Buchans will distribute to its shareholders, pro rata, (i) all of the shares of Canadian Manganese Company Inc. (“Canadian Manganese”), on the basis of one share of Canadian Manganese for each share of Buchans held; and (ii) non-transferrable, exchangeable warrants entitling shareholders to receive one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, for each share of Buchans held. Any exchangeable warrants which remain unexercised on the first anniversary of the date that the Arrangement becomes effective will be automatically exchanged for shares of Minco Exploration.

A full description of the proposed Arrangement is contained in the Circular below.


 

 

On December 31, 2019, Buchans Resources Limited filed Articles of Arrangement to implement the Plan of Arrangement for a group reorganization and spin-out of subsidiaries, which was approved by shareholders by a 99.87% majority at a Meeting held on December 10, 2019, and by the Ontario Superior Court of Justice on December 19, 2019.

The Effective Date of the Plan of Arrangement is December 31, 2019.

As soon as practicable, Computershare Investor Services will distribute to each Buchans registered shareholder who holds shares in his/her/its name:

 

  • A Direct Registration Advise (DRS) registered in the name of such shareholder representing shares of Canadian Manganese Company Inc. (CUSIP # 136343100) (ISIN # CA1363431000) (“Canadian Manganese”) on the basis of one share of Canadian Manganese for each share of Buchans held; and

 

  • An Exchangeable Warrant Certificate, (CUSIP # 11802F111) (ISIN # CA11802F1119) registered in the name of such shareholder which entitles the holder to exchange each warrant for either one share of Minco Exploration Limited (“Minco Exploration”) or 0.25 additional shares of Buchans, at their option, on the basis of one Exchangeable Warrant for each share of Buchans held.

 

Shareholders of record are advised to expect delivery of the DRS Advise and the Exchangeable Warrant Certificate early in 2020, and to contact Computershare Investor Service should they not receive delivery.

Non-registered (beneficial) shareholders who hold their shares of Buchans registered through a nominee, (broker, bank, or other custodian) are advised to contact their nominee to ensure the securities are credited to their accounts.

The mineral exploration business and projects previously owned and operated by Buchans Resources are now held by three separate public companies, namely:

  1. Buchans Resources which retains its base metals deposits and projects in central Newfoundland near the town of Buchans, and  in  Labrador,  in the Province  of  Newfoundland  and  Labrador, Canada, operated by Buchans’ wholly-owned subsidiary, Buchans Minerals Corporation, and its investment in base metal and silver projects in Mexico through an approximately 22% shareholding in Xtierra Inc;
  2.   Canadian Manganese which holds the Woodstock Manganese Project, located west of the town of Woodstock, in the Province of New Brunswick, Canada; and
  3.   Minco Exploration which holds the zinc-lead exploration projects in the Republic of Ireland operated by Minco’s wholly owned subsidiary, Minco Ireland Limited, either alone or in joint ventures with Boliden Tara Mines.

 


 

Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (the “Meeting”) of the shareholders of Buchans Resources Limited (the “Corporation”) will be held at 55 University Avenue, Suite 1805, Toronto, Ontario M5J 2H7 on Tuesday, December 10th, 2019 at 12:00 Noon (Toronto time) for the following purposes:

  1. to receive the report of the Directors and consider the Financial Statements of the Corporation for the financial year ended December 31, 2018, together with the report of the Auditors thereon;
  2. to elect Directors;
  3. to appoint Auditors;
  4. to consider and, if thought fit, to pass a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under section 182 of the Business Corporations Act (Ontario) among the Corporation, its securityholders, Canadian Manganese Company Inc. (“Canadian Manganese”) and Minco Exploration Limited (“Minco”), pursuant to which the Corporation’s shareholders will receive shares of Canadian Manganese and non-transferrable, exchangeable warrants of Buchans exchangeable for shares of Minco or additional shares of Buchans at the holder’s option; and,
  5. to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.

All shareholders are invited to attend the Meeting. Only shareholders at the close of business on November 8th, 2019 are entitled to receive notice of and vote at the Meeting.

Shareholders who are unable to attend the Meeting in person are requested to complete, date, sign and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the attached Management Information Circular (the “Circular”), so that as large a representation as possible may be had at the Meeting.

The Circular has been prepared to help you make an informed decision on each of the matters to be voted on at the Meeting. Please review the Circular carefully before voting.

The Meeting materials are available below:

Management’s Information Circular

Notice of Meeting