TORONTO, ONTARIO--(Marketwired - May 19, 2015) - MacDonald Mines Exploration Ltd. (TSX VENTURE:BMK) ("MacDonald" or the "Company") announces that its shareholders will be asked to approve a potential share consolidation arrangement (the "Consolidation") of the Company's issued and outstanding Class A common shares (the "Shares") at its upcoming annual meeting of shareholders to be held on June 15, 2015. Management of the Company will put two separate resolutions forward with respect to consolidating the Shares; the first such resolution will seek approval to consolidate the Shares on either a 1:2, 1:3, 1:4 or 1:5 basis (the "First Consolidation Proposal") while the second consolidation resolution will seek approval to consolidate the Shares on either a 1:6, 1:7, 1:8, 1:9 or 1:10 basis (the "Second Consolidation Proposal"). Each of the resolutions will provide the Board of Directors (the "Board") with the discretion to determine the actual consolidation basis within the range of bases to be approved. However, even if both resolutions are approved, no more than one consolidation will take place - there will be no successive consolidations without the further approval of the shareholders. Furthermore, approval of either the First Consolidation Proposal or the Second Consolidation Proposal does not mean that a Share consolidation will occur, as the Board will have the discretion not to proceed with any Share consolidation if it is deemed to be in the best interests of the Company not to do so.
Rationale For Two Proposals
The Company asks shareholders to approve the two Consolidation resolutions.
The development of the Company's projects has stalled as the Ontario's Ministry of Northern Development and Mines has not issued the required permits to explore on its properties in Ontario's Ring of Fire ("ROF") since March 2013. As such, the Company has not been able to raise funds to advance its properties and is actively looking at other opportunities outside the ROF.
Given the current market conditions and the fact it's unlikely that the Company will get an exploration permit in the near future, Management has made the decision to table two share consolidation resolutions. Approval of both of these resolutions is required in order to provide the Board with the maximum flexibility necessary to complete required future equity financings.
The TSX-V requires a share price of at least FIVE CENTS for financings to be transacted and the Company believes that it will not attract investors if the market price is below 5 cents. While more severe, the Second Consolidation Proposal with up to a 1 for 10 consolidation ratio may be required to meet the TSX-V minimum share price requirements and move the Company forward, if for example, the share price remained at one-half cent.
The table below sets out the approximate Shares that would be outstanding at each ratio if a share consolidation were to occur today. MacDonald currently has 302,743,080 Shares issued and outstanding.
First Consolidation Proposal
Proposed Consolidation Ratios |
|
Approximate Number of Outstanding Common Shares (Post Consolidation) (1) |
| 1 for 2 |
|
151,371,540 |
| 1 for 3 |
|
100,914,360 |
| 1 for 4 |
|
75,685,770 |
| 1 for 5 |
|
60,548,616 |
(1) Based on the number of outstanding Common Shares as at the date hereof, being 302,743,080 Common Shares.
Second Consolidation Proposal
Proposed Consolidation Ratios |
|
Approximate Number of Outstanding Common Shares (Post Consolidation) (1) |
| 1 for 6 |
|
50,457,180 |
| 1 for 7 |
|
43,249,011 |
| 1 for 8 |
|
37,842,885 |
| 1 for 9 |
|
33,638,120 |
| 1 for 10 |
|
30,274,308 |
(1) Based on the number of outstanding Common Shares as at the date hereof, being 302,743,080 Common Shares.
The Board is recommending shareholders approve both the First Consolidation Proposal and the Second Consolidation Proposal. The Company is not expected to change its name or trading symbol in conjunction with any Consolidation. All outstanding convertible securities such as stock options and warrants will also be consolidated.
The Consolidation is subject to the approval of the shareholders of the Company and the TSX Venture Exchange.
About MacDonald Mines Exploration Ltd.
MacDonald Mines Exploration Ltd is a mineral exploration company headquartered in Toronto, Ontario, Canada. The company is strategically focused on Copper and Zinc (VMS), and Nickel exploration in the Ring of Fire area of the James Bay Lowlands of Northern Ontario. The Company's common shares trade on the TSX Venture Exchange under the symbol "BMK".
To learn more about MacDonald Mines, please visit www.macdonaldmines.com.
Cautionary Statement:
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. The foregoing information may contain forward-looking statements relating to the future performance of MacDonald Mines. Forward-looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ materially from MacDonald Mines plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by MacDonald Mines with the TSX Venture Exchange and securities regulators. MacDonald Mines does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.