WEST AFRICAN RESOURCES LIMITED ("WAF")("WAF.WT")
CHANNEL RESOURCES LTD. ("CHU")
BULLETIN TYPE: Plan of Arrangement-Change in Share type/classification or other attributes, Delist, New Listing-Shares and Warrants
BULLETIN DATE: January 23, 2014
TSX Venture Tier 1 Company (West African Resources Limited)
TSX Venture Tier 2 Company (Channel Resources Ltd.)
Plan of Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated September 25, 2013, as amended December 12, 2013 and January 15, 2014, (the "Arrangement Agreement") between Channel Resources Ltd. ("Channel") and West African Resources Limited ("West African") pursuant to which West African has agreed to acquire all of the issued and outstanding common shares and dilutive securities of Channel (the "Channel Shares") in exchange for West African securities (the "Transaction"). Under the Arrangement Agreement, Channel shareholders will receive 0.25 of an ordinary share of West African (each whole share, a "West African Share") in exchange for each Channel Share held. Channel shareholders will also receive 0.125 of a share purchase warrant of West African (each whole share purchase warrant a "West African Warrant") in exchange for each Channel Share held. Each West African Warrant is exercisable to acquire one West African Share at a price of A$0.40 for 36 months from completion of the Transaction, which occurred on January 17, 2014. In addition, each outstanding stock option to acquire a Channel Share (a "Channel Option") will be exchanged for an option to acquire a West African Share (a "West African Replacement Option") exercisable for the number of West African Shares equal to 0.25 multiplied by the number of Channel Shares subject to such Channel Option and with the exercise price adjusted inversely, on the same basis as Channel Shares were previously issuable on exercise the Channel Option.
The Exchange has been advised that approval of the Transaction by the Channel shareholders was received at a special meeting of the shareholders held on December 6, 2013 and that the final order with respect to the Transaction was obtained from the Supreme Court of British Columbia on December 11, 2013. The full particulars of the Transaction are set forth in Channel's Information Circular dated November 4, 2013 which is available under Channel's profile on SEDAR.
Delisting:
In conjunction with the closing of the Transaction, Channel has requested that its common shares be delisted. Accordingly, effective at the close of business, Thursday, January 23, 2014, the common shares of Channel Resources Ltd. will be delisted from TSX Venture Exchange.
Insider / Pro Group Participation: None. Prior to the negotiation of the Transaction, Channel was at arm's length to West African.
New Listing - Shares and Warrants:
Effective at the opening, Friday, January 24, 2014, the common shares and common share purchase warrants of West African Resources Ltd. will commence trading on the TSX Venture Exchange as an interlisted company as West African trades on the Australian Securities Exchange. West African is classified as a Tier 1 'Junior Mining' company.
Corporate Jurisdiction: Australia
Capitalization: Unlimited common shares with no par value of which
247,222,736 common shares are issued and outstanding
Escrowed Shares: Nil shares
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: WAF
CUSIP Number: Q9594D106
Capitalization on Warrants: Unlimited warrants with no par value of which
14,918,593 warrants are issued and outstanding
Warrant Trading Symbol: WAF.WT
Warrant CUSIP Number: Q9594D122
The warrants were issued pursuant to West African's Arrangement Agreement with Channel. Each warrant entitles the holder to purchase one common share of West African at a price of $0.40 per share and will expire on Tuesday, January 17, 2017 (thirty six (36) months from the effective date of the Arrangement Agreement on January 17, 2014).
For further information, please refer to West African's Listing Application dated January 16, 2014 available on SEDAR.
Company Contact: Richard Hyde, Managing Director and Chief Executive Officer
Company Address: West African Resources Limited
PO Box 1412
Subiaco WA 6904
Australia
Company Phone Number: +61 (8) 9481-7344
Company Fax Number: +61 (8) 9481-7355
Company Email Address: richard@westafricanresources.com
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