TSX VENTURE COMPANIES
ABRAPLATA RESOURCE CORP. ("ABRA")
AETHON MINERALS CORPORATION. ("AET")
BULLETIN TYPE: Plan of Arrangement-, Property-Asset or Share Purchase Amending Agreement, Delist
BULLETIN DATE: December 19, 2019
TSX Venture Tier 2 Companies
Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated September 11, 2019, as amended October 15, 2019 (the "Agreement") between AbraPlata Resource Corp. ("AbraPlata") and Aethon Minerals Corporation ("Aethon"). Pursuant to the Agreement, AbraPlata acquired from the shareholders of Aethon all of the issued and outstanding common shares of Aethon for consideration of 3.75 common shares of AbraPlata in respect of each common share of Aethon held. Further, under the Agreement, holders of stock options and warrants to acquire Aethon common shares outstanding prior to the effective time of the Agreement will be entitled to receive 3.75 AbraPlata common shares on exercise of each stock option or warrant, as applicable.
The Exchange has been advised that approval of the Agreement by shareholders of Aethon was received at a special meeting of the shareholders of Aethon held on December 12, 2019 and that approval of the Arrangement was received from the Ontario Superior Court of Justice (Commercial List) on December 16, 2019. The full particulars of the Agreement are set forth in Aethon's Management Information Circular dated November 12, 2019 and Supplemental Management Information Circular dated November 29, 2019 which are available under Aethon's profile on SEDAR.
AbraPlata and Aethon closed the Agreement on December 19, 2019.
Amending Agreement:
The Exchange has accepted for filing documentation in connection with a second amending agreement (the "SSRM Amending Agreement") to the second amended and restated share purchase agreement (the "SSRM Sale Agreement") between AbraPlata and SSR Mining Inc. ("SSRM") in respect of deferred consideration payable by AbraPlata to SSRM for AbraPlata's acquisition of the Diablillos property from SSRM. Under the terms of the SSRM Amending Agreement, SSRM has agreed to:
1. waive and extinguish AbraPlata's obligation to pay certain remaining advance royalty payments in the aggregate amount of US$750,000;
2. extend the due date of a US$5,000,000 payment due from AbraPlata to SSRM; and
3. extend the due date of a US$7,000,000 payment due from AbraPlata to SSRM.
As consideration, AbraPlata has agreed to issue 24,160,385 common shares of AbraPlata to SSRM and pay to SSRM CAD$200,000 in cash.
For further information, see Aethon's Management Information Circular dated November 12, 2019 and a copy of the SSRM Amending Agreement, which is available under AbraPlata's profile on SEDAR.
Insider / Pro Group Participation: SSRM is an Insider of AbraPlata.
Delisting:
In conjunction with the closing of the Agreement, Aethon has requested that its common shares be delisted. Accordingly, effective at the close of business, Friday, December 20, 2019, the common shares of Aethon will be delisted from the Exchange.
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