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Abstract
Pursuant to the Amalgamation, Anterra and Resolve will amalgamate and continue as a single corporation ("Amalco"). Amalco will have the same capital structure as Resolve. Under the proposed Amalgamation, the existing Class A Shares and Class B Shares of Resolve will be exchanged on a one-for-one basis for Class A Shares and Class B Shares of Amalco. The common shares of Anterra will be exchanged for securities of Amalco on the basis of 0.5714285 of a Class A Share of Amalco and 0.0132 of a Class B Share of Amalco for each common share of Anterra. The existing options in Anterra and Resolve will be exercised or cancelled in conjunction with the Amalgamation. The existing warrants in each of the companies will be exercisable into Class A Shares and Class B Shares of Amalco at the respective exchange ratios set out above.
In order to review the proposed Amalgamation, the Board of Directors of Anterra and Resolve formed Special Committees consisting of independent directors of each company to consider the merits and fairness of the transaction to their respective shareholders. The Resolve Special Committee retained independent financial and engineering experts to review the proposed transaction and Acumen Capital Partners ("Acumen") to provide a fairness opinion to the Board. Anterra retained Haywood Securities Inc. ("Haywood") to provide a fairness opinion to the Board with respect to the transaction. Acumen and Haywood have advised the Special Committees of Anterra and Resolve that, subject to satisfactory due diligence and review of the Amalgamation documents, the Amalgamation appears to be fair from a financial point of view to the respective shareholders.
The Boards of Directors of Anterra and Resolve have recommended that their shareholders approve the Amalgamation. It is anticipated that certain shareholders of Anterra, including management, employees and directors holding approximately 40% of the issued and outstanding common shares of Anterra and certain shareholders, including management and directors of Resolve holding approximately 45% of the issued and outstanding Class A Shares, will lockup and vote their shares in favour of the Amalgamation. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all. Investors are cautioned that, except as disclosed in publicly disseminated press releases of either Resolve or Anterra or the Resolve and Anterra information circulars to be prepared in connection with the Amalgamation, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Resolve and Anterra should be considered speculative at this time based on the information contained herein.