Besra Gold Inc (“Besra” or the “Company“), announced today that the Extraordinary Meeting (“Meeting”) of holders of 3% unsecured convertible redeemable notes (“Notes”) of the Company scheduled for 14:00 EST on 23 November 2020 has been adjourned to Monday 30 November 2020 at 14:00 EST (Toronto time). The purpose of the Meeting is to present a Noteholder Resolution for an approval of a reorganisation of the Company and amendment to the terms of the notes as outlined in the Management Information Circular dated 16 October 2020, and in the Supplement to the Management Information Circular, dated 10 November 2020, filed on SEDAR.
The Company will hold the adjourned Meeting in a virtual only format via live webcast. Details regarding participation at the Meeting are set out in the Management Information Circular and in the Supplement to the Management Information Circular, also available on the Besra website.
Online and telephone voting has now been reopened for registered noteholders.
How to Vote:
- ahead of time, to be lodged prior to 10:00 EST (Toronto time) on 30 November 2020
- direct online at www.investorvote.com (enter the 15-digit control number provided on your form of proxy to vote) or
- by phone via the online proxy (call 1-866-732-8683 toll-free in North America and enter the 15-digit control number printed on their form of proxy. Follow the interactive voice recording instructions to vote), or
- a pdf scan of a new proxy dated after their old proxy sent to the Company
- vote at the virtual meeting on 30 November 2020, at 14:00 EST (Toronto time).
Registered Noteholders have been sent a form of proxy containing a 15-digit control number, which will be required to vote online at the virtual Meeting, by internet, or by telephone. Any Registered Noteholder who wishes to vote and has not received their form of proxy should contact the Company.
In connection with the adjournment of the meeting, the Company is hereby extending the time limit for transferees of Notes to register their transfers and vote at the Meeting. Accordingly, the Noteholders of record at the close of business on the record date, set by the directors of the Company to be October 16, 2020 (the “Record Date”), are entitled to vote such Notes at the Meeting, except to the extent that:
(a) such person transfers its Notes after the Record Date; and
(b) the transferee of those Notes produces properly endorsed note certificates or otherwise establishes its ownership of the Notes, and makes a demand to the Company, not later than 17:00 (Toronto time) on 27 November 2020, that its name be included on the Noteholder’ list, in which case the transferee would be entitled to vote such Notes at the Meeting.
Noteholders are reminded that in order to receive Consideration to which they are entitled, they should complete and return the letter of transmittal, as soon as possible, together with the Note certificate or certificates representing their Notes, to the registrar and transfer agent of the Company, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, Attention: Corporate Actions.
1:137.47 Consolidation Effective as of 24 November 2020
In addition, articles of amendment have been filed and certified, based on a proposed restructuring of the Company and an initial public offering in Australia and listing of the Common Shares on the Australian Securities Exchange. These articles of amendment fixed the Consolidation Ratio at 137.47 pre-Consolidation Common Shares for one (1) post-Consolidation Common Share of the Company.
Prior to the Consolidation, approximately 1,204,892,898 Common Shares were issued and outstanding. Following the effective date of the Consolidation, approximately 8,764,702 Common Shares will be issued and outstanding.
No fractional Common Shares will be issued as a result of the Consolidation. Any fractional Common Shares resulting from the Consolidation will be rounded up to the next higher whole number if the fraction is a half (0.5) Common Share or greater, and rounded down, without compensation, to the next lower whole number if the fraction is less than a half (0.5) Common Share. As a result of the Consolidation, the Company’s outstanding warrants and other convertible securities will be proportionately adjusted.
Letters of transmittal were mailed to the Corporation’s registered shareholders providing instructions on exchanging share certificates and DRS advices representing pre-Consolidation Common Shares for share certificates and DRS advices representing post-Consolidation Common Shares. Shareholders are encouraged to send their completed letter of transmittal, together with any share certificates representing pre-Consolidation Common Shares, to Computershare Investor Services Inc. in accordance with the instructions in the letter of transmittal.