Western Potash Corp. Announces Corporate Restructuring
February 1, 2017, Vancouver, BC – Western Potash Corp. (WPX: TSX) (FSE: AHE) (the “Western”, “the Company”) today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") under the Business Corporations Act (British Columbia) to complete a corporate reorganization by way of a plan of arrangement ("Arrangement") with Western Resources Corp. ("Western Resources"), a British Columbia corporation created by Western Potash for purposes of the Arrangement.
Under the Arrangement, Western Resources will acquire all of the issued and outstanding common shares of the Company on the basis of 0.2 of a Western Resources common share for each one (1) Western Potash common share, subject to the terms and conditions of the Arrangement Agreement. The completion of the Arrangement will result in Western Resources becoming the TSX-listed successor company to Western Potash. Upon the completion of the Arrangement, the proportionate ownership interests of the Western Resources shareholders in Western Resources will be identical to their respective proportionate ownership interests in Western Potash before giving effect to the Arrangement. The Arrangement is anticipated to close in March 2017, subject to Western Potash's shareholder approval, court approval and applicable TSX and other regulatory approvals, together with all other closing conditions, as more particularly described in the Arrangement Agreement.
Currently, the only mineral properties of Western Potash are the 100% owned Milestone Potash Project in Saskatchewan. To diversify its assets, Western Potash wishes to be able to pursue investment opportunities in other resource properties that may contain metals or minerals other than potash and in jurisdictions that may be outside of Saskatchewan. As its resource properties become more advanced, Western Potash also wishes to be able to consider alternative value enhancing opportunities for those resource properties, such as joint ventures, spin-offs or business combinations. The Western Potash board of directors believes that, by making Western Potash a wholly-owned subsidiary of Western Resources and Western Resources acquiring additional resource properties in other separate wholly-owned subsidiaries of Western Resources, it will facilitate the ability to consider and implement those alternative value enhancing opportunities.
The Western Potash board has approved the Arrangement Agreement and recommends that the Company's shareholders VOTE FOR the Arrangement at the annual general and special meeting of the Company's shareholders to be held on March 9, 2017.
For more information on Western Potash Corp., please visit the Company’s website at: www.westernpotash.com.
ON BEHALF OF THE BOARD OF DIRECTORS
The information in this document has been prepared as at February 1, 2017. Certain statements contained in this news release constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as "anticipate", "continue", "estimate", "expect", "expected", "intend", "may", "will", "project", "plan", "should", "believe" and similar expressions (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is set out herein, except in accordance with applicable securities laws.