Vancouver, Canada – Tasman Metals Ltd. (“Tasman”) (TSXV:TSM) (Frankfurt:T61) (OTCQB: TASIF) and Flinders Resources Limited (TSXV: FDR) (“Flinders”) announce the closing of the previously announced plan of arrangement (the “Arrangement”) pursuant to which Flinders has acquired all of the issued and outstanding shares of Tasman effective on Thursday, August 25, 2016 (the “Effective Date”). The Arrangement was approved by Tasman shareholders on August 18, 2016 and by the Supreme Court of British Columbia on August 23, 2016.
With the completion of the Arrangement, Tasman’s shares will be delisted at the close of business on August 25, 2016.
As at the Effective Date, each Tasman shareholder is entitled to receive 0.5 of one Flinders common share for each share of Tasman held immediately prior to the Effective Date, subject to adjustments. In order to receive Flinders shares, Tasman registered shareholders must surrender the certificates representing their Tasman shares together with a duly completed and executed Letter of Transmittal to Computershare Investor Services Inc. The Letter of Transmittal was mailed to Tasman shareholders with Tasman’s management information circular dated July 15, 2016 and is available under Tasman’s profile on SEDAR at http://www.sedar.com. The Letter of Transmittal is for use by registered shareholders only and is not to be used by beneficial holders of Tasman shares (“Beneficial Shareholders”). A Beneficial Shareholder does not hold shares in its name but such shares are held by an intermediary such as a brokerage firm, or clearing agency such as CDS. If you are a Beneficial Shareholder, your intermediary will submit the required documentation in order to receive Flinders shares.
In connection with the Arrangement, Mr. Mark Saxon resigned as President and Chief Executive Officer of Tasman. Messrs. David Henstridge and Robert Atkinson resigned as directors of Tasman. In addition, Mr. Atkinson also resigned as director of Flinders. The Board of Flinders is now comprised of Messrs. Blair Way, Nick DeMare, Michael Hudson and Mark Saxon.
Blair Way, President and CEO, stated: “We wish to thank Mark for his dedication and efforts during his tenure as President and CEO of Tasman and for his involvement in closing of the Arrangement. We look forward to continuing to work with Mark in his capacity as independent director of Flinders. We also wish to acknowledge and thank Messrs. Henstridge and Atkinson for their dedication and contributions during their tenure as directors and wish them all the best in their future endeavours.”
Flinders also announces that effective August 25, 2016, Flinders has changed its name to “Leading Edge Materials Corp.”. The name change was approved by Flinders’ Board, in accordance with its Articles, and has been approved by the TSX Venture Exchange (“TSXV”). At the opening of trading on August 26, 2016, Flinders common shares will commence trading on the TSXV under its new name “Leading Edge Materials Corp.” and new trading symbol “LEM”.
This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Canadian Regulatory Requirements
Pursuant to the Arrangement, Flinders acquired all of the issued and outstanding common shares of Tasman in consideration of 0.5 of a common share of Flinders for each outstanding Tasman share. Flinders now owns 100% of the outstanding Tasman shares. On closing of the Arrangement, Flinders issued an aggregate of 33,070,948 Flinders shares to the former Tasman shareholders, who now hold approximately 41.3% of the 80,036,678 Flinders shares issued and outstanding as of the closing date of the Arrangement, on an undiluted basis.
On behalf of the Board,
Blair Way, President & CEO
The TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), accept responsibility for the adequacy or accuracy of this news release.
Certain statements found in this release may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “Forward Looking Statements”). Forward-looking statements reflect the speaker’s current views with respect to future events and financial performance and include any statement that does not directly relate to a current or historical fact. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, uncertainties related to the availability and costs of financing, changes in corporate goals, unexpected expenditures, the ability of Flinders to identify and close suitable acquisitions, unexpected geological conditions, success of future development initiatives, imprecision in mineral resource estimates, ability to obtain necessary permits and approvals, relationships with vendors and strategic partners, the interest rate environment, governmental regulation and supervision, seasonality, technological change, changes in industry practices, changes in world metal markets, changes in equity markets, environmental and safety risks, and one-time events. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Forward-looking statements cannot be guaranteed and actual results may vary materially due to the uncertainties and risks, known and unknown, associated with such statements. Shareholders and other readers should not place undue reliance on “forward-looking statements,” as such statements speak only as of the date of this release.