Listed on the TSX Venture and OTCQB Venture Markets
Evaluating Strategic Alternatives and Investment Opportunities
Eurocontrol Announces Special Meeting Date
TORONTO, March 11, 2019 (GLOBE NEWSWIRE) -- Eurocontrol Technics Group Inc. (TSX Venture: EUO; OTCQB: EUCTF) (“Eurocontrol” or the “Company”) announces that a special meeting of holders of common shares (the “Shares”) of the Company (“Shareholders”) will be held at 10:00 a.m. (Toronto time) on March 29, 2019 (the “Meeting”). The management information circular for the Meeting has been mailed to Shareholders and is available on the Company's SEDAR profile and the Company’s website.
At the Meeting, Shareholders will be asked to pass an ordinary resolution to approve the purchase by the Company of certain mineral rights in the Province of British Columbia and related assets (the “Transaction”) in accordance with the terms of the asset purchase agreement dated January 24, 2019, between the Company and Sable Resources Ltd., as more particularly described in the Company’s news release dated January 25, 2019. In addition, Shareholders will be asked to (i) re-elect the directors of the Company; (ii) elect, conditional on and effective following the completion of the Transaction, Terence Harbort, Andres Tinajero, Tom Obradovich, Brent Gilchrist, Paul Wood and Blair Zaritsky as directors of the Company; (iii) re-appoint BDO Canada LLP as auditors of the Company; (iv) approve the Company’s new stock option plan; (v) approve the Company’s restricted share unit plan; and (vi) approve the voluntary delisting of the Company’s common shares from the TSX Venture Exchange and the listing of the Company’s common shares on the Canadian Stock Exchange.
Paul Wood, Interim President & CEO of Eurocontrol stated, “The Transaction provides an exciting opportunity to transform the Company through the acquisition of Sable’s prospective BC mining assets. The special committee of the Company’s board of directors conducted a thorough search and reviewed numerous opportunities to change the Company’s business focus, and it was the Transaction that brought a combination of good value and an opportunity for Shareholders to retain a meaningful ownership position in the re-positioned Company and benefit from any successful exploration of these assets, under a strong leadership team with proven track records in mineral exploration.”
Post receipt of Shareholder approval at the Meeting and closing of the Transaction, the new Eurocontrol, to be named Talisker Resources Ltd., will be led by Tom Obradovich as Chairman. Tom has over 30 years experience in the mining industry and in addition to his positions of Director, President and CEO of Sable, he is a Director of Barkerville Gold Mines Ltd. and President and CEO of Canadian Continental Exploration Group. He was also one of the key individuals behind Aurelian Resources Inc. (acquired by Kinross Gold Mines for $1.2 billion in 2008), which discovered the Fruta Del Norte gold deposit in Ecuador, and was a director of Dalradian Resources Inc.
Post closing, Dr. Terence (Terry) Harbort will be appointed Director, President and CEO. Terry Harbort is a professional economic geologist with 24 years experience in mineral exploration focused on applied structural geology of ore deposits making him a specialist in mapping and interpretation of ore geometries and ore controls covering various types of geological environments with direct applications to mineral economics from target generation, target definition and evaluation, and project management. Terry was a senior member of the discovery team of the La Colosa and Gramalote deposits for AngloGold Ashanti Ltd., where over a nine year period he held positions of Senior Geologist and Chief Structural Geologist for the Americas. In 2010, Terry was a founder and is Vice President, Exploration of Talisker Exploration Services Inc., an exploration management company providing international exploration consulting in M & A and exploration strategy, project evaluation, target generation and exploration program design and implementation for Osisko Gold Royalties and related companies.
Also joining the Eurocontrol Board post closing of the Transaction will be Brent Gilchrist and Blair Zaritsky.
Brent Gilchrist is an accomplished finance executive with extensive experience in the investment and banking sectors. He has been involved in the JDS Energy & Mining Inc. group since 2012 and is currently the President of JDS Resources Inc., the JDS Group of Companies’ venture capital and private equity arm responsible for investment management, acquisitions and project financing. He was the President and co-founder of JDS Silver Inc., the owner and operator of the Silvertip Mine located in Northern British Columbia, prior to the sale of the project to Coeur Mining, Inc. in 2007.
Blair Zaritsky, is a chartered professional accountant with more than 15 years of professional experience, of which have been mostly in the mining sector. He is the Chief Financial Officer of Osisko Mining Inc., and was previously Chief Financial Officer and director of Oban Exploration Limited until 2014. Blair Zaritsky has over ten years of Canadian public practice experience with exposure to various types of engagements and clients, gained through managing audit engagements of publicly listed companies traded on the Toronto Stock Exchange, TSX Venture Exchange and Canadian National Stock Exchange.
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. No stock exchange, securities commission or other regulatory authority has passed upon the merits of the proposed transaction or approved or disapproved the information contained this news release.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Eurocontrol’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the potential benefits of the Transaction, the completion of the Transaction and the assets proposed to be acquired. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Eurocontrol. Although such statements are based on reasonable assumptions of Eurocontrol’s management, there can be no assurance that the Transaction will occur, or that if the Transaction does occur, it will be completed on the terms disclosed by Eurocontrol.
Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary regulatory and shareholder approvals and satisfaction of other conditions to the completion of the Transaction, availability of necessary financing, potential mineralization on the properties proposed to be acquired, and other similar matters. While Eurocontrol considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive all requisite shareholder and regulatory approvals.