Hello Freddy
NR this afternoon:
Court approves amalgamation to create Tahera Corporation
Issue of shares for payment of legal costs
LYTTON MINERALS LIMITED NEW INDIGO RESOURCES INC.
(TSE/VSE: LTL) (ASE: NDR)
TORONTO, Feb. 12 /CNW/ -
Amalgamation Approved
Lytton Minerals Limited (''Lytton'') and New Indigo Resources Inc. (''New
Indigo'') are pleased to announce that the Court of Queen's Bench of Alberta
has given final approval to the arrangement agreement pursuant to which Lytton
and New Indigo will amalgamate to form Tahera Corporation. It is expected that
the amalgamation will become effective March 1, 1999.
Lytton and New Indigo will advise shareholders once the amalgamation
becomes effective, and at that time shareholders will be asked to exchange
their Lytton and New Indigo shares for Tahera Corporation shares.
Payment of Legal Costs
Under the Settlement Agreement dated November 16, 1998 (approved by the
courts on December 22, 1998) Lytton agreed to pay the costs (up to $750,000)
incurred by the Fern Trust and Howard Miller in connection with the oppression
action commenced by them on June 26, 1998 against Lytton and certain other
parties. On December 22, 1998, Lytton agreed, subject to shareholder approval,
to pay the costs relating to a dissident proxy solicitation undertaken by the
Fern Trust and Howard Miller.
The Settlement Agreement stated that if Lytton elected to pay such costs
in shares, the price at which such shares were to be issued was to be equal to
the market price on the Toronto Stock Exchange on the day prior to the request
for regulatory approval, less the maximum allowable discount in accordance
with regulatory policies. On February 8, 1999 Lytton elected to issue five
million common shares to the Fern Trust at a price of $0.15 per share in
respect of the costs for the oppression action. The Fern Trust is a trust
established for the benefit of Howard Miller's family. Mr. Miller is now Chief
Executive Officer and a Director of Lytton Minerals Limited. Howard Miller and
the Fern Trust will hold approximately 10% of Tahera's outstanding shares
subsequent to the share issue. The issuance and listing of these shares has
been conditionally approved by the Toronto Stock Exchange.
At a Special Meeting of Lytton Shareholders held on February 5, 1999
shareholders approved a resolution ratifying the Company's agreement to
reimburse the Fern Trust for the costs incurred in connection with the
preparation of a dissident proxy circular and solicitation of proxies in
respect of the Special Meeting of Shareholders held on November 16, 1998. An
amount of $163,414 has been paid.
The amalgamated Tahera Corporation will have 159.3 million common shares
outstanding including the above share issue, and 171.8 million common shares
fully diluted.
Regards |
