OSPREY GOLD DEVELOPMENT LTD. ("OS")
BULLETIN TYPE: Plan of Arrangement-, Delist
BULLETIN DATE: September 14, 2020
TSX Venture Tier 2 Company
Pursuant to special resolutions passed by the shareholders of OSPREY GOLD DEVELOPMENT LTD ("Osprey"), on Sept 4, 2020 Osprey and MegumaGold Corp. ("Meguma"), have completed a plan of arrangement with under Section 291 of the Business Corporations Act (British Columbia).
The Plan of Arrangement has been completed on Sept 14, 2020 , and has resulted in each Osprey Shareholders (other than Meguma and Osprey Shareholders validly exercising dissent rights) to receive, in exchange for each one (1) Osprey Share, one-half of one (0.5) common shares (each, a "Meguma Share") in the capital of Meguma (the "Exchange Ratio") (the "Arrangement Consideration").
Each option to acquire an Osprey Share (each, an "Osprey Option") outstanding immediately prior to the effective time of the Arrangement (the "Effective Time") shall be exchanged by the holder thereof, without any further act or formality and free and clear of any liens, claims or encumbrances, for an option (each, a "Replacement Option") to acquire from Meguma, subject to certain adjustments, the number of Meguma Shares equal to the product obtained when: (a) the number of Osprey Shares subject to such Osprey Option immediately prior to the Effective Time, is multiplied by (b) the Exchange Ratio.
All Osprey common share purchase warrants (the "Osprey Warrants") outstanding immediately prior to the
Effective Time will remain outstanding and, following the Effective Time, shall entitle the holder thereof to receive upon the subsequent exercise or conversion of such holder's Osprey Warrant, in accordance with its terms, in lieu of each Osprey Share to which such holder was theretofore entitled upon such exercise or
conversion, the number of Meguma Shares equal to the product obtained when: (a) the number of Osprey shares subject to such Osprey Warrant immediately prior to the Effective Time, is multiplied by (b) the Exchange Ratio.
Effective at the close of business, Tuesday Sept 15, 2020, the common shares will be delisted from TSX Venture Exchange.
Further information on the arrangement is available on the Company's SEDAR profile in the Information Circular dated August 14, 2020 and in news release dated March 23, 2020 to Sept 14, 2020.
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