Apr 25 2017
Anaconda Mining Inc. ("Anaconda") (TSX:ANX) and Orex Exploration Inc. ("Orex") (TSX VENTURE:OX) are pleased to announce that leading proxy advisory firm Institutional Investor Services ("ISS") has recommended that shareholders of Anaconda and securityholders of Orex vote FOR the applicable resolutions in connection with the proposed court-approved plan of arrangement involving Anaconda and Orex pursuant to which Anaconda would acquire 100% ownership of Orex and shareholders of Orex would receive 0.85 of a common share of Anaconda for each common share of Orex (the "Arrangement"). In addition, leading proxy advisory firm Glass, Lewis & Co., LLC ("Glass Lewis") has recommended that shareholders of Anaconda vote FOR the applicable resolution with respect to the Arrangement. Glass Lewis did not issue a recommendation to securityholders of Orex on the proposed Arrangement.
In recommending that securityholders of Orex vote FOR the resolutions related to the Arrangement at the Orex shareholder meeting, the ISS report notes: "The proposed Arrangement makes strategic sense as it will result in combination of two businesses to create a low-cost, diversified gold producer. Moreover, Orex is facing the going concern material uncertainty (as indicated by the auditor). The Arrangement will create a stronger resulting entity with better access to financial markets and the current shareholders of Orex will be able to participate in the potential upside developments and the future growth opportunities of the resulting business by receiving common shares of Anaconda."
In addition, ISS recommends the shareholders of Anaconda vote FOR the resolution to consolidate the common shares of Anaconda at the shareholder meeting of Anaconda as "the stock consolidation should have no direct impact on shareholder value and could enhance the long-term growth prospects of the combined company by broadening its financing alternatives. […] Continued low trading prices of the combined company's shares can put it below investment grade for many institutions, limiting the potential capital base for the combined company and its prospects for raising new capital as needed."
In its report, Glass Lewis notes: "Strategically, the proposed merger will enable Anaconda to expand its portfolio of high-grade mineral resources located in stable, mining-friendly jurisdictions. […] The addition of Orex's Goldboro Project should also extend the longevity of Anaconda […]. Moreover, Anaconda anticipates that it will be able to accelerate the development of the Goldboro Project at a lower capital cost than if it were a standalone project by leveraging Anaconda's existing port, mill and tailing facilities."
If Arrangement is completed, existing Anaconda and Orex shareholders will own approximately 54.9% and 45.1% of the combined company, respectively, on a non-diluted basis.
Welcoming the ISS and Glass Lewis recommendations, Anaconda's President and Chief Executive Officer, Dustin Angelo said: "We are very pleased that both ISS and Glass Lewis are recommending that Anaconda shareholders and Orex securityholders vote in favor of the proposed business combination of Anaconda and Orex. We firmly believe this arrangement will create a stronger company and benefit all shareholders."
Jonathan Fitzgerald, Orex's Chairman and Chief Executive Officer said: "The support of these leading proxy firms further validates the recommendations of both the Anaconda and Orex boards that Anaconda shareholders and Orex securityholders should vote in favor of the proposed arrangement."