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Tahoe Resources Inc. (TSX:THO,NYSE:TAHO) announced that Tahoe shareholders with ownership, control or direction over more than 50 percent of its outstanding shares have given their written approval for the issuance of Tahoe common shares as consideration for the company’s merger with Rio Alto Mining Ltd. (TSX:RIO,NYSE:RIOM).

Tahoe Resources Inc. (TSX:THO,NYSE:TAHO) announced that Tahoe shareholders with ownership, control or direction over more than 50 percent of its outstanding shares have given their written approval for the issuance of Tahoe common shares as consideration for the company’s merger with Rio Alto Mining Ltd. (TSX:RIO,NYSE:RIOM).

As quoted in the press release:

As Tahoe has obtained written approval from Tahoe shareholders with ownership, control or direction over more than 50 percent of Tahoe’s outstanding common shares for the issuance of Tahoe common shares in connection with the Transaction (as defined below), Tahoe has cancelled its special meeting of shareholders scheduled for March 30, 2015, which had been scheduled for the purpose of obtaining shareholder approval for the share issuance.

The press release also notes:

Tahoe currently has 147,661,108 Tahoe common shares issued and outstanding. In connection with the Transaction, Tahoe expects to issue an aggregate of up to 81,764,209 Tahoe common shares to holders of Rio Alto common shares, including the Tahoe common shares issuable on exercise of the outstanding options and warrants to acquire Rio Alto common shares, which would represent approximately 55.4 percent of the pre-closing number of Tahoe common shares issued and outstanding. In particular, Tahoe expects to issue:

  • (a) up to 75,792,733 Tahoe common shares issued in exchange of outstanding Rio Alto common shares (representing 51.3 percent of the pre-closing Tahoe common shares issued and outstanding);
  • (b) up to 1,838,599 Tahoe common shares issued upon the exercise of outstanding options to acquire Rio Alto common shares (representing 1.3 percent of the pre-closing Tahoe common shares issued and outstanding);
  • (c) up to 2,121,632 Tahoe common shares issued upon the exercise of outstanding replacement options to acquire Rio Alto common shares (representing 1.4 percent of the pre-closing Tahoe common shares issued and outstanding); and
  • (d) up to 2,011,245 Tahoe common shares issued upon the exercise of outstanding warrants to acquire Rio Alto common shares (representing 1.4 percent of the pre-closing Tahoe common shares issued and outstanding).

As the number of Tahoe common shares that Tahoe expects to issue in connection with the Transaction is greater than 25 percent of Tahoe’s currently issued and outstanding common shares, approval of Tahoe’s shareholders for the issuance of such Tahoe shares is required under subsection 611(c) of the TSX Company Manual. Tahoe has satisfied this approval requirement by obtaining the written consent of Tahoe shareholders with ownership, or control or direction, over more than 50 percent of Tahoe’s outstanding common shares as permitted by subsection 604(d) of the TSX Company Manual.

Click here to read the full Tahoe Resources Inc. (TSX:THO,NYSE:TAHO) press release.

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