Western Potash Files Circular Seeking Shareholder Approval of Corporate Restructuring
February 15, 2017, Vancouver, BC – Western Potash Corp. (WPX: TSX) (FSE: AHE) (the “Western”, “the Company”) is pleased to announce that it has filed a management information circular (the "Circular") and related proxy materials in advance of the annual and special meeting of shareholders of Western Potash to be held on Thursday, March 9, 2017 at 10:00 a.m. (Vancouver time) (the "Meeting") to seek approval of, among other things, the Arrangement (as defined herein). The Circular is now being mailed to shareholders of Western Potash to provide them with information about the proposed Arrangement.
On February 1, 2017, the Company announced a corporate restructuring whereby Western Resources Corp. ("Western Resources"), a BC corporation created by Western Potash for the purposes of the Arrangement, will acquire all of the issued and outstanding common shares of Western Potash on the basis of 0.2 of a Western Resources common share for each Western Potash common share. The Arrangement is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Annual and Special Meeting
The special meeting of shareholders of the Company is scheduled to be held at 10:00 a.m. (Vancouver time) on Thursday, March 9, 2017 at Suite 1400, 1111 West Georgia Street, Vancouver, British Columbia, Canada. At the Meeting, the shareholders will be asked, among other things, to consider and, if deemed advisable, pass a resolution approving the Arrangement (the "Arrangement Resolution"). To be effective, the Arrangement Resolution must be approved at the Meeting by at least 66⅔% of the votes cast on the Arrangement Resolution by the shareholders of Western Potash present in person or represented by proxy and entitled to vote at the Meeting.
Your vote is important regardless of the number of shares you own. Shareholders are encouraged to read the Circular and related proxy materials in detail. An electronic copy of the Circular and related proxy materials are available on SEDAR under the issuer profile of Western Potash at www.sedar.com. It is anticipated that the transaction will close in March 2017.
Reasons and Benefits of the Arrangement
The Western Potash Board believes that the proposed corporate restructuring can result in an optimal corporate structure for the Company. Western Potash wishes to be able to pursue investment opportunities in other resource properties. The Western Potash Board 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 its ability to consider and implement alternative value enhancing opportunities.
How to Vote
Shareholders of Western Potash are encouraged to vote using the internet, telephone or facsimile.
Registered shareholders may vote by:
proxy returned using any of the following methods:
- Internet www.investorvote.com
- Telephone 1-866-732-8683
- Facsimile 1-866-249-7775
- Mail –Computershare Trust Company of Canada, at 100 University Avenue, Proxy Department, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1
attending the Meeting in person
Non-registered shareholders of Western Potash:
Shareholders who hold shares of Western Potash through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered shareholders will receive a voting instruction form as part of the meeting materials. Non-registered shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions on the form.
Shareholders are invited to visit the Company website at www.westernpotash.com for more information on the Company.
ON BEHALF OF THE BOARD OF DIRECTORS
Chairman and CEO
Cautions Regarding Forward-Looking Statements
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.