VANCOUVER, British Columbia, April 28, 2014 (GLOBE NEWSWIRE) -- Huakan International Mining Inc. (TSX-V:HK) (" Huakan") and 0996059 B.C. Ltd. (" Newco") report today that their previously announced amalgamation (the " Amalgamation") has been completed.
Newco was, prior to the Amalgamation, a corporation owned by Hong Kong Huakan Investment Co., Limited (" Hong Kong Huakan"), Sun Luck Asia Investment Limited (" Sun Luck") and Power Best Resources Inc. (" Power Best", and together with Hong Kong Huakan and Sun Luck, the " Acquirors"), and the corporation resulting from the Amalgamation of Huakan and Newco is named "Huakan International Mining Inc." (" Amalco").
Pursuant to an amalgamation agreement dated March 14, 2014 between Huakan and Newco, Huakan and Newco amalgamated under the provisions of the Business Corporations Act (British Columbia) to form Amalco, effective April 25, 2014. The Amalgamation is described in further detail in the management information circular of Huakan dated March 17, 2014 which is available under Huakan's SEDAR profile at www.sedar.com .At a special meeting of Huakan's shareholders held on April 17, 2014, the Amalgamation was approved by holders of common shares (" Huakan Common Shares") of Huakan. Under the terms of the Amalgamation:
- each of the issued and outstanding Huakan Common Share, other than those held by Sun Luck, Power Best, Ms. Shu-Fen Lee (the " Ongoing Shareholder") and certain wholly-owned subsidiaries of Hong Kong Huakan (being Huakan Resources Inc., Hua Kan International Mining Co., Ltd., Shanchuan Mining Limited and Dashan Mining Limited, and together with Sun Luck and Power Best, the " Acquiror Group"), was exchanged into one Class A preferred share of Amalco (" Amalco Class A Preferred Share"), and such Amalco Class A Preferred Shares were deemed to be redeemed immediately after the effective time of the Amalgamation in accordance with the articles of Amalco for cash consideration of CDN$0.50 per share;
- each of the issued and outstanding Huakan Common Shares held by members of the Acquiror Group was exchanged for one common share in the capital of Amalco;
- each of the issued and outstanding Huakan Common Shares held by the Ongoing Shareholder was exchanged for one common share in the capital of Amalco;
- each common share of Newco held by the Acquirors was exchanged into one Class B preferred share of Amalco (" Amalco Class B Preferred Share"), and such Amalco Class B Preferred Shares were redeemed on April 28, 2014 for their redemption price of CDN$0.001 per Amalco Class B Preferred Share in accordance with the articles of Amalco; and
- all the unissued share capital of each of Huakan and Newco was cancelled.
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