Effective at the opening on November
23, 1998, Northern Canada Mines, Limited commenced trading on the Vancouver Stock
Exchange. The company is classified as a "Venture" company and trades
under the symbol "NML".
The company is no longer directly involved in mining operations or
exploration programs and no longer has any expertise in the mining industry. It does not
carry on any other business operations and has no plans to recommence mining exploration
activities.
The Shareholders of record of November 17, 1998 have been called to a
Special Meeting of the Shareholders to be held on December 22, 1998. At the meeting, the
Shareholders will be asked to consider a special resolution approving a "going
private" transaction whereby the Company would amalgamate with its affiliates,
Atlantic Coast Copper Corporation Limited, Key Anacon Mines Limited, First Maritime Mining
Corporation Limited and Hunter Brook Minerals Limited. The shares of the minority public
Shareholders (the "Public Shareholders") of the Company (Shareholders not part
of the Irving Companies control group) would be exchanged for special redeemable
preference shares. These shares would then be redeemed for a cash amount which would in
effect be equal to $8.50 for each share of the Company held by the Public Shareholders.
In order for the Transaction to take place the following must occur:
The Amalgamation Resolution (providing for the Amalgamation) must be
passed, with or without amendment, by at least two-thirds of the votes cast in respect
thereof by holders of Common Shares present in person or represented by proxy at the
Special Meeting and;
- The Amalgamation Resolution must be passed, with or without amendment, by at least a
majority of the votes cast in respect thereof by Public Shareholders present in person or
represented by proxy at the Special Meeting.
It is expected that the Amalgamation will be effective January 1, 1999. If the
Amalgamation is completed, it is intended that an application will be made to the Exchange
to delist the company. An application would also be made to securities regulatory
authorities across Canada for orders deeming the Amalgamated Corporation to no longer be a
"reporting issuer" for purposes of the Securities Act (Ontario) and
equivalent legislation in other jurisdictions, where upon the Amalgamated Corporation will
no longer be subject to the ongoing disclosure and other obligations currently imposed
upon the Corporation as a reporting issuer.
The companys capitalization is 2,963,000 with no par value of which 1,523,300
common shares are issued and outstanding. Montreal Trust Company is the transfer agent.
For further information, please refer to the Companys Management Information
Circular dated November 16, 1998.
NORTHERN CANADA MINES, LIMITED
W.D. Jamieson, President
Irving Building - 12th Floor, 300 Union Street, PO Box 937
Saint John, New Brunswick E2L 4E3
Telephone: (506) 632-7171
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