August 17, 2015 - New Nadina Explorations Limited (“New Nadina”) (TSX-V:NNA) and Kettle River Resources Ltd. (“Kettle River”) (TSX-V:KRR): Further to their joint news release dated
July 20, 2015 New Nadina and Kettle River have executed a binding arrangement agreement (the “Arrangement”) whereby New Nadina will acquire all of the outstanding common shares of Kettle River by way of a plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the Arrangement, it is anticipated that approximately 27,716,711 common shares of New Nadina will be issued to former Kettle River shareholders and as a result, Kettle River will become a wholly-owned subsidiary of New Nadina. Kettle River owns properties in the Greenwood Mining area in southern British Columbia, a fifty per cent interest in the Saskatchewan silica quarry and owns 43.37 per-cent of DHK Diamonds Inc, a privately owned company currently holding a participating 10.326% interest in the WO Diamond Joint Venture on the Northwest Territories.
Summary Terms of the Arrangement
Under the terms of the Arrangement, on the effective date of the Arrangement the shareholders of Kettle River will receive one (1) New Nadina common share for each Kettle River common share held (the “Share Exchange Ratio”). Based on the 27,716,711 common shares of Kettle River outstanding on the date hereof, Kettle River shareholders will receive under the Arrangement approximately 27,716,711 common shares of New Nadina representing approximately 24.7% of New Nadina's outstanding shares on completion of the Arrangement (based on New Nadina's 84,486,568 outstanding common shares on the date hereof).
The Arrangement has been reviewed by the independent special committees of both New Nadina and Kettle River, and was approved unanimously by the independent directors of both Kettle River and New Nadina. The directors and officers of Kettle River have also entered into voting support agreements with New Nadina under which they have agreed to vote all their Kettle River shares in favour of the Arrangement representing approximately 28% of the shares entitled to vote at the Kettle River annual general and special meeting, currently scheduled to be held on October 16, 2015.
The special committee and Board of Directors of Kettle River have received a Fairness Opinion from
Stephen W. Semeniuk, CFA that the New Nadina share consideration is fair from a financial perspective, to the shareholders of Kettle River. The Board of Directors of Kettle River unanimously recommends that the shareholders vote in support of the Arrangement.
The special committee and Board of Directors of New Nadina received a Fairness Opinion from Ross Glanville & Associates that the New Nadina share consideration is fair from a financial perspective to the shareholders of New Nadina.
The acquisition of Kettle River by New Nadina is expected to be completed by way of a court approved plan of arrangement in British Columbia on November 6, 2015.
The Arrangement provides for customary deal protection mechanisms, including non-solicitation and right to match, in favour of New Nadina. Pending completion of the Arrangement, Kettle River will not issue any debt, equity or equity like securities without the prior written consent of New Nadina.
The closing of the Transaction will be subject to completion of several conditions, including:
- There shall have been no change, condition, event or occurrence which has or is reasonably likely to have a material adverse effect on Kettle River;
- The Transaction and plan of arrangement will be subject to approval by the shareholders of Kettle River voting as a single class, at an annual general and special meeting of shareholders; and
- Receipt of all necessary approvals to the Arrangement, including from the TSX Venture Exchange, and the approval of the Supreme Court of British Columbia after a hearing upon the fairness of the Arrangement.
No assurance can be given at this time that the proposed Arrangement will be completed, that the conditions to closing will be satisfied or that the terms of the Arrangement will not change materially from those described in this news release.
Kettle River security holders and New Nadina shareholders and all other interested parties are advised to read the proxy materials relating to the proposed Arrangement that will be filed by Kettle River with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website at www.sedar.com, under Kettle River’s profile.
This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares or a solicitation of a proxy.
On Behalf of New Nadina’s Board On Behalf of Kettle River’s Board
“William Meyer” “Stephen Levano”
William Meyer Stephen Levano
For further information contact Ellen Clements at 1-800-856-3966.
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.