Closes Bridge Financing
Vancouver, British Columbia - Artha Resources Corporation ("Artha" or the "Company") (TSX.V: AHC) announces the results of the Annual General and Special Meeting (the "Meeting"), which was held in Vancouver on May 25, 2015 at 11:00 a.m. for the purpose of approving the acquisition of Cardero Argentina, S.A. (the "Acquisition"), resulting in a reverse take-over of the Company by Cardero Resource Corp. ("Cardero"), as well as the annual business of receiving audited financial statements, appointing auditors and electing directors.
A total of 2,035,524 common shares (27.82%) were represented at the Meeting and the Company's shareholders voted in favour of all resolutions, approving the Acquisition by 97.04%. Detailed voting results for the Meeting are available on SEDAR at www.sedar.com and are summarized in Table 1 below.
The Meeting considered a resolution authorizing and approving the Acquisition and the consideration to be paid to Cardero for the Cardero Argentina shares and for services provided by Cardero in respect of the transaction. At the Meeting, a motion was made, and passed, to increase by 1.79 million shares to a total of 23,743,781, the number of common shares being issued to Cardero (the "Consideration Shares") to offset the effects of a debt settlement with Teck Resources Limited, whereby the Company issued 1.5 million common shares and 750,000 warrants to Teck to terminate and settle accrued liabilities under an option agreement for the Aguilar property, Argentina.
The Company also announces that it has closed the previously announced bridge financing ("Bridge") (news release NR-15-05) for gross proceeds of $50,000. A commission of $900 was paid to an arm's length broker / individual on a portion of the finance raised. The proceeds of the Bridge will be used to pay TSX-V fees and other transaction costs.
Following final approval of the Acquisition from the TSX-V, the Company will acquire all of the issued and outstanding Cardero Argentina shares held by Cardero in consideration for the Consideration Shares; the previously announced $950,000 concurrent financing will close; the Company's management will change; and the Company will change its name from "Artha Resources Corporation" to "Centenera Mining Corporation". The Acquisition constitutes a Reverse Takeover under the policies of the TSX-V and will result in Cardero owning approximately 54.6% of the Company's issued and outstanding common shares.
The closing date of the Acquisition ("Closing") is expected to occur on or before June 15, 2015. On Closing, the trading halt will be lifted and the Company will trade as "Centenera Mining Corporation", with the symbol CTA.
|Resolution||Votes For||Percentage (%)|
|1. Audited Financial Statements||Received at meeting.|
|2. Appointment of Auditors||2,035,224||99.9|
|3. Number of Directors set at Five||2,035,524||100|
|Henk van Alphen||1,975,224||97.04|
|5. Stock Option Plan||1,969,724||96.77|
|6. Acquisition Resolution||1,975,224||97.04|
On Behalf of the Board of Directors
For Information Contact:
Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the reverse takeover described in this Information Circular.
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 news release.
This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.