Sierra Mining Limited announces results of scheme meetings
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
PERTH, Western Australia, May 16, 2014 /CNW/ - RTG Mining Inc. and its subsidiaries ("RTG" or "the Company") are pleased to announce that Sierra Mining Ltd. ("Sierra") has released an announcement advising that Sierra shareholders and optionholders today approved the schemes of arrangement pursuant to which RTG will acquire all of the issued shares and listed options in Sierra. The announcement can be found on Sierra's website at http://sierramining.com.au/?id=201 and will also be available on www.sedar.com under RTG's platform.
About RTG
RTG Mining Inc. is a British Virgin Islands-incorporated company listed on the main board of the TSX. It is a mining exploration company focused on identifying new gold development and operating acquisition opportunities.
RTG has sold its interest in the Mkushi Copper Project in Zambia for consideration of US$13.1m, including US$6.6m in shares of Elephant Copper Limited and a convertible note due in January 2015 for US$6.5m. RTG has also entered into a sale agreement for its interest in the Segilola Gold Project in Nigeria to the current joint venture partner for a total consideration of US$14m, with US$1m due on completion, US$5m due in 18 months after completion and a 3% net smelter royalty, under which up to a maximum of US$8m may be paid to RTG. The sale also resolves the existing dispute with the current joint venture partner. Completion is anticipated in the next couple of months. RTG is currently undertaking a merger with Sierra Mining Ltd. ("Sierra"), an Australian Securities Exchange listed exploration company, holding several key advanced copper/gold projects in the Philippines. The merger is expected to complete in early June 2014, and the resultant entity will be led by the RTG management team who have the proven exploration, mine development and operating experience in the Philippines to progress Sierra's Mabilo and Bunawan Projects.
RTG is led by the previous management team of CGA Mining Ltd. which developed the Masbate Gold project in the Philippines and successfully merged with B2Gold Corp. in a US$1.1bn scheme of arrangement in January 2013. The RTG Board comprises Michael Carrick (Chairman), Justine Magee (President and CEO), Phil Lockyer, David Cruse and Rob Scott (Non Executive Directors).
Cautionary Note Regarding Forward Looking Statements
Certain statements contained in this announcement constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events. Such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management. Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Annual Information Form and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Nigeria and the Philippines; environmental risk; the dependence on key personnel; and the ability to access capital markets.
Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above. Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.
NATIONAL INSTRUMENT 43-101 COMPLIANCE
The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Mr. Alfred John Gillman of Odessa Resources Pty Ltd, an independent qualified person experienced in the style of mineralisation at the Segilola Gold Project, has completed the resource statement for the Segilola Project as referred to in this announcement, including verification of the sampling, analytical and test data underlying the estimate. Verification also included a site visit, database validation of historical drill results and a review of sampling and assaying protocols. The qualified person was satisfied with all of the protocols used during the drilling, sampling and in the Segilola resource estimate compilation and computation.
With regard to the Mkushi Copper Project, Matthew Nimmo of Snowdens is the qualified person and has verified the resource statement as disclosed in this announcement, including sampling, analytical and test data underlying the estimate. Verification of the data included numerous site visits, database validation of historical drill results and review of sampling and assaying protocols. The qualified person was satisfied with the verification process.
The technical information in this news release has been reviewed by and approved by Mark Turner for Ratel Group, and a Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE: 16 MAY 2014
RESULTS OF SCHEME MEETINGS
Sierra Mining Ltd. (Sierra or the Company) is pleased to advise that Sierra shareholders and optionholders today approved the schemes of arrangement pursuant to which RTG Mining Inc. (RTG) will acquire all of the issued shares and listed options in Sierra (Schemes).
Results of Scheme Meetings
Shareholders scheme meeting
The shareholders scheme meeting was held at 10:00am (AWST) and attended by the holders of fully paid ordinary shares in Sierra. The resolution was voted on in accordance with the Notice of Share Scheme Meeting previously provided to ASX and included as Annexure 8 to the Scheme Booklet.
The resolution to approve the shareholders scheme of arrangement was passed by the requisite majorities, following a poll taken at the meeting which was conducted by Computershare Investor Services Pty Limited.
The results of the poll conducted were as follows:
| Resolution | Results | For | Against | Abstain | % For |
| Approval of shareholders scheme of arrangement | Number of Votes Cast
| 135,391,217 | Nil | Nil | 100% |
| Number of Shareholders Voting | 110 | Nil | Nil | 100% |
In accordance with section 251AA of the Corporations Act 2001 (Cth), the following information is also provided:
| Resolution | Number of Proxy Votes | |||
| Approval of shareholders scheme of arrangement | For | Against | Abstain | Proxy's Discretion |
| 132,405,428 | Nil | Nil | 2,830,790 | |
Optionholders scheme meeting
The optionholders scheme meeting was held at 10:30am (AWST) and attended by the holders of listed options in Sierra. The resolution was voted on in accordance with the Notice of Option Scheme Meeting previously provided to ASX and included as Annexure 9 to the Scheme Booklet.
The resolution to approve the optionholders scheme of arrangement was passed by the requisite majorities, following a poll taken at the meeting which was conducted by Computershare Investor Services Pty Limited.
The results of the poll conducted were as follows:
| Resolution | Results | For | Against | Abstain | % For |
| Approval of optionholders scheme of arrangement | Number of Votes Cast | 18,435,257 | Nil | Nil | 100% |
| Number of Optionholders Voting | 25 | Nil | Nil | 100% |
In accordance with section 251AA of the Corporations Act 2001 (Cth), the following information is also provided:
| Resolution | Number of Proxy Votes | |||
| Approval of optionholders scheme of arrangement | For | Against | Abstain | Proxy's Discretion |
| 18,420,258 | Nil | Nil | Nil | |
Notice of Second Court Hearing
The Second Court Hearing will be held at 10:15am (AWST) on Thursday, 22 May 2014 at the Federal Court of Australia at Peter Durack Commonwealth Court Building, 1 Victoria Avenue, Perth, Western Australia.
Please see the attached notices for further details regarding the Second Court Hearing.
Indicative Timetable
Following shareholder and optionholder approval of the Schemes, upcoming key dates in relation to the Schemes are as follows1:
| Event | Date |
| Second Court Hearing Date | Thursday 22 May 2014 |
| Lodge court order with ASIC (Effective Date) Suspension and last trading day of Sierra shares and options on ASX | Friday 23 May 2014 |
| Record Date (for determining entitlements to scheme consideration) | Wednesday 28 May 2014 |
| Implementation Date (issue of RTG CDIs and RTG Option CDIs to Sierra shareholders and optionholders) | Wednesday 4 June 2014 |
| Despatch of holding statements for RTG CDIs and RTG Option CDIs to Sierra shareholders and optionholders | Wednesday 4 June 2014 |
| Commencement of trading in RTG CDIs and RTG Option CDIs on ASX | Friday 5 June 2014 |
| Notes: | ||
| 1. | All times set out in this ASX release are in Australian Western Standard time (AWST) unless stated otherwise. Subject to the approval of ASX, Sierra reserves the right to vary the times and dates above and will announce any changes on ASX. | |
| Enquiries: Matt Syme, Managing Director +61 8 9322 6322 | ||
Sierra Mining Ltd. ACN 118 060 441
Notice of hearing to approve scheme of arrangement
TO all the members of Sierra Mining Ltd. ACN 118 060 441 (Sierra).
TAKE NOTICE that at 10:15 am (WST) on 22 May 2014, the Federal Court of Australia at Peter Durack Commonwealth Court Building, 1 Victoria Avenue, Perth, Western Australia, 6000 will hear an application by Sierra seeking the approval of a scheme of arrangement between Sierra and its members as proposed by a resolution passed by the meeting of the members of Sierra held on 16 May 2014.
If you wish to oppose the approval of the scheme of arrangement, you must file and serve on Sierra a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on Sierra at its address for service at least 1 day before the date fixed for the hearing of the application.
The address for service of Sierra is c/o Hardy Bowen, Level 1, 28 Ord Street, West Perth, Western Australia, 6005 (Attention: Michael Bowen). Alternatively by email to mbowen@hardybowen.com.
This notice is given by Hardy Bowen, solicitors for Sierra.
Sierra Mining Ltd. ACN 118 060 441
Notice of hearing to approve scheme of arrangement
TO all the creditors (including holders of listed options) of Sierra Mining Ltd. ACN 118 060 441 (Sierra).
TAKE NOTICE that at 10:15 am (WST) on 22 May 2014, the Federal Court of Australia at Peter Durack Commonwealth Court Building, 1 Victoria Avenue, Perth, Western Australia, 6000 will hear an application by Sierra seeking the approval of a scheme of arrangement between Sierra and its holders of listed options as proposed by a resolution passed by the meeting of the holders of listed options of Sierra held on 16 May 2014.
If you wish to oppose the approval of the scheme of arrangement, you must file and serve on Sierra a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on Sierra at its address for service at least 1 day before the date fixed for the hearing of the application.
The address for service of Sierra is c/o Hardy Bowen, Level 1, 28 Ord Street, West Perth, Western Australia, 6005 (Attention: Michael Bowen). Alternatively by email to mbowen@hardybowen.com.
This notice is given by Hardy Bowen, solicitors for Sierra.
SOURCE RTG Mining Inc.
Contact
ENQUIRIES: Chairman - Michael Carrick, Tel: +61 8 6489 2900, Fax: +61 8 6489 2920, Email: mcarrick@rtgmining.com; CEO - Justine Magee, Tel: +61 8 6489 2900, Fax : +61 8 6489 2920, Email: jmagee@rtgmining.com, www.rtgmining.com