Anaconda Mining Inc and New Island Resources Inc announced that the previously announced plan of arrangement between the two companies has been completed.
The Arrangement, which was approved by special resolution and a majority of the minority of the New Island shareholders on January 11th 2011, received the final approval of the Alberta Court of Queen's Bench on January 13th 2011.
Pursuant to the Arrangement, which was effective at 12:01 AM (Calgary time) on January 14th 2011 (the "Effective Time"), New Island reorganized its share capital into Class A common shares ("New Island Class A Shares") and Class B convertible common shares ("New Island Class B Shares") and transferred all of its interest in the Pine Cove Mine and Mill and all future cash flows generated there from (the "Pine Cove Interest") to Anaconda in exchange for 11,307,827 common shares of Anaconda (the "Anaconda Shares"), on the basis of 0.45 of an Anaconda Share for each one common share of New Island outstanding immediately prior to the Effective Time (other than those held by Anaconda) (the "New Island Shares"). At the Effective Time, New Island immediately distributed the Anaconda Shares to its shareholders on the basis of 0.45 Anaconda Share for each New Island Share.
In addition, former shareholders of New Island (the "Tendered New Island Shareholders") who tendered their New Island Shares to Anaconda pursuant to Anaconda's takeover bid offer in the summer of 2010 (the "Offer") received an aggregate of 752,969 Anaconda Shares as a top up to the Anaconda Shares they previously received, on the basis of 0.03 of an Anaconda Share for each one New Island Share they tendered (being the difference between the 0.42 share exchange ratio pursuant to the Offer and the 0.45 share exchange ratio pursuant to the Arrangement).
At the Effective Time, 25,098,879 New Island Shares acquired by Anaconda pursuant to the Offer were initially exchanged for New Island Class B Shares and were then transferred to the Tendered New Island Shareholders on the basis of one New Island Class B Share for each of the New Island Shares they tendered to the Offer. Upon the transfer to the Tendered New Island Shareholders, the New Island Class B Shares were converted into an equal number of New Island Class A Shares.
In addition, at the Effective Time, all New Island Shares held by shareholders (other than Anaconda) were exchanged for New Island Class A Shares. The New Island Class A Shares are scheduled to commence trading on the TSX Venture Exchange as of January 14, 2011.
In addition to the 12,060,796 Anaconda Shares issued pursuant to the Plan of Arrangement, Anaconda had issued 10,541,520 Anaconda Shares pursuant to the Offer, for an aggregate total of 22,602,315 Anaconda Shares.
In order for the shareholders of New Island to receive their entitlement to the New Island Class A Shares and Anaconda Shares pursuant to Arrangement, they must deliver a completed Letter of Transmittal with their share certificate(s) and other required documentation to New Island's Depositary agent, CIBC Mellon Trust Company by no later than January 14, 2017 thereafter the New Island Shares will cease to represent a right to receive New Island Class A Shares or Anaconda Shares.
