Falco Announces Conversion of the Debenture and Election of Directors
MONTREAL, Nov. 30, 2018 (GLOBE NEWSWIRE) -- Falco Resources Ltd. (TSX.V: FPC) (“Falco” or the “Corporation”) announces that the six (6) nominees listed in the management information circular dated October 26, 2018, were elected as directors of Falco.
Detailed results of the vote for the election of directors held at the annual and special meeting of shareholders on November 29, 2018 are set out below:
| ITEM No1 Nominee | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes WITHHELD | Percentage (%) of Votes WITHHELD |
| Mario Caron | 57,994,474 | 78.10 | 16,261,875 | 21.90 |
| Bryan A. Coates | 57,745,774 | 77.77 | 16,510,575 | 22.23 |
| Paola Farnesi | 57,956,674 | 78.05 | 16,299,675 | 21.95 |
| Luc Lessard | 57,732,774 | 77.75 | 16,523,575 | 22.25 |
| Sean Roosen | 57,750,774 | 77.77 | 16,505,575 | 22.23 |
| Chantal Sorel | 57,943,674 | 78.03 | 16,312,675 | 21.97 |
Appointment and Remuneration of Auditor
Based on the proxies received and the votes on a show of hands, PricewaterhouseCoopers, LLP, Chartered Professional Accountants, was appointed as independent auditor of the Corporation for the ensuing year and the directors are authorized to fix their remuneration, with the following results:
| ITEM No2 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes WITHHELD | Percentage (%) of Votes WITHHELD |
| Appointment and Remuneration of Auditor | 83,306,000 | 99.95 | 44,475 | 0.05 |
Long Term Incentive Plan Resolution
Based on the proxies received and the votes on a show of hands, shareholders approved the ordinary resolution with respect to the approval of the Corporation’s existing long term incentive plan (“LTIP”). The results are as follows:
| ITEM No3 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the Corporation’s existing LTIP | 54,203,308 | 72.99 | 20,053,041 | 27.01 |
Conversion of the Debenture
Based on the proxies received and the votes on a show of hands, the majority of the disinterested shareholders approved an ordinary resolution with respect to the conversion of the debenture. The results are as follows:
| ITEM No4 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the conversion of the debenture | 44,557,448 | 98.29 | 775,175 | 1.71 |
Creation of a New Control Person
Based on the proxies received and the votes on a show of hands, the majority of the disinterested shareholders approved an ordinary resolution with respect to the creation of a new control person being Osisko Gold Royalties Ltd (“Osisko”). The results are as follows:
| ITEM No5 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the creation of a new control person being Osisko | 44,567,348 | 98.31 | 765,275 | 1.69 |
Stream Agreement
Based on the proxies received and the votes on a show of hands, the majority of the disinterested shareholders approved an ordinary resolution with respect to the entering into a stream agreement with Osisko. The results are as follows:
| ITEM No6 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the entering into a stream agreement with Osisko | 44,762,348 | 98.74 | 570,275 | 1.26 |
Alternative Stream Agreement
Based on the proxies received and the votes on a show of hands, shareholders approved an ordinary resolution with respect to the entering into a stream agreement with any other arm’s length third party. The results are as follows:
| ITEM No7 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the entering into a stream agreement with any other arm’s length third party | 73,695,009 | 99.24 | 561,340 | 0.76 |
Termination of the Amended and Restated Shareholder Rights Plan Agreement
Based on the proxies received and the votes on a show of hands, the majority of the disinterested shareholders approved an ordinary resolution with respect to the termination of the amended and restated shareholder rights plan agreement dated November 22, 2016 and the termination of all rights issued pursuant to such plan. The results are as follows:
| ITEM No8 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) AGAINST |
| Ordinary resolution to approve the termination of the amended and restated shareholder rights plan agreement dated November 22, 2016 and to terminate all rights issued pursuant to such plan | 43,608,683 | 96.20 | 1,723,940 | 3.80 |
Conversion of the Debenture
Further to the approval by the disinterested shareholders of the conversion of the C$7 million debenture (the “Debenture”) issued on June 29, 2018 to Osisko, the Corporation is pleased to announced that the Debenture has been converted into 12,104,444 Units of Falco. Each Unit consisting of one common share of Falco (“Common Shares”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Common Share, subject to customary anti-dilution clauses, at a price of $0.75 for a period of 36 months. The Common Shares and Warrants are subject to a hold period of four months in accordance with applicable Canadian securities laws.
The conversion of the Debenture is considered “related party transactions” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”). The conversion of the Debenture is exempt from the requirements to obtain a formal valuation pursuant to the exemption in section 5.5(b) of Regulation 61-101, as the shares of the Corporation are not listed on a specified market.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns about 67,000 hectares of land in the Rouyn-Noranda mining camp, which represents approximately 70% of the entire camp and includes 13 former gold and base metal mine sites. Falco’s principal asset is the Horne 5 Project located in the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Gold Royalties Ltd is the largest shareholder of the Corporation and currently owns 12.6% of the issued and outstanding shares of the Corporation. The Corporation has 202,134,945 shares issued and outstanding.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514-261-3336
info@falcores.com
Neither the 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 press release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements, including statements concerning the obtaining of all approvals to close the Stream transaction, involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to business and economic factors and uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements, including the obtaining of all required authorizations from third parties on terms acceptable to the Corporation and in a timely manner and those risks set out in Falco's public documents, including in each management discussion and analysis, filed on SEDAR at www.sedar.com. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, political, economic, environmental and permitting risks, regulatory restrictions, mining operational and development risks, litigation risks, regulatory restrictions, environmental and permitting restrictions and liabilities, internal and external approval risks, changes in the use of proceeds relating to the Secured Loan , the Stream and Debenture financings, currency fluctuations, global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements, and defective title to mineral claims or property. Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
