Angel Bioventures Announces Filing of Filing Statement and Amends Definitive Agreement with Huayra Minerals
ANGEL BIOVENTURES INC.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR
DISSEMINATION IN THE UNITED STATES
ANGEL BIOVENTURES ANNOUNCES FILING OF FILING STATEMENT
AND AMENDS DEFINITIVE AGREEMENT
WITH HUAYRA MINERALS
Vancouver, British Columbia – March 1, 2017 - Angel Bioventures Inc. TSX.V:DDD.H (“Angel” or
the "Company" ) is pleased to announce that the Company has filed a filing statement dated
March 1, 2017, in connection with a previously announced reverse takeover transaction (the
"Transaction") with Huayra Minerals Corporation ("Huayra"), pursuant to the policies of the TSX
Venture Exchange (the "Exchange").
The Exchange has conditiona lly approved the Transaction subject to certain conditions to be
satisfied prior to May 30, 2017.
Amended and Restated Merger Agreement
As previously announced, Angel and a wholly -owned subsidiary of Angel ("Angel
AcquisitionCo”) entered into a definitive merger agreement dated November 15, 2016 (the
"Merger Agreement") with Huayra. Under the terms of the Merger Agreement, Huayra and
Angel AcquisitionCo will amalgamate (the "Amalgamation") and the amalgamated company will
become a wholly-owned subsidiary of Angel.
The Company along with Angel AcquisitionCo and Huayra have entered in to an amended and
restated merger agreement made as of February 27, 2017 (the "Amended and Restated Merger
Agreement") to replace and supersede the Merger Agreement and address certain corporate
housekeeping matters. A copy of the Amended and Restated Merger Agreement is available
from the Company's profile on SEDAR (www.sedar.com).
Amended and Restated Silver Standard Agreement
In order to address certain requirements of the Exchange, Huayra entered into an amended and
restated share purchase agreement with Silver Standard Resources Inc. ("SSR") and Fitzcarraldo
Ventures Inc. ("FVI") made as of February 24, 2017 to replace and supersede the previously
announced purchase and sale agreement dated August 23, 2016 among Huayra, SSR and FVI.
Filing Statement
Angel and Huayra are pleased to announce that Angel has filed its filing statement dated March
1, 2017 (the " Filing Statement ") with respect to the Amalgamation. For further details with
respect to the Amalgamation, please see the Filing Statement whi ch is available from the
Company's profile on SEDAR (www.sedar.com).
"Reverse Takeover" Shareholder Approval – Information for Shareholders
The Amalgamation is an arm’s length Amalgamation and will constitute a “reverse takeover”
pursuant to the policies of the Exchange. The Exchange's Policy 5.2 (the "RTO Policy") requires
the Company to issue a news release to provide an update on the status of the Amalgamation.
Subject to the fulfillment of conditions precedent of the Amended and Restated Merger
Agreement, and approval of the Exchange, closing is anticipated to occur in the second quarter
of 2017.
The proposed structure of the Amalgamation is a "reverse takeover" pursuant t o the
Exchange's Policy 5.2 (the "RTO Policy"). In accordance with Section 4.1 of the RTO Policy , the
Company is not required to obtain shareholder approval in respect of the Amalgamation as the
Amalgamation is not a Related Party Transaction (as such term is defined under the RTO Policy),
the Company is without active operations and will be without active operations immediately
prior to the Amalgamation, the Company is not and will not be subject to a cease trade order or
otherwise suspended from trading upon completion of the Amalgamation, and shareholder
approval is not required for the Company to complete the Amalgamation under applicable
corporate laws and securities laws. Huayra will be required to seek shareholder approval of the
Amalgamation.
About Angel
Angel was incorporated under the Business Corporations Act (Alberta) on August 31, 1993 and,
until 2007, carried on business as an oil and gas exploration and production company. In
September 2015, the Company's shareholders approved a continuation of the Company's
incorporation from the Province of Alberta to the Province of British Columbia (the
"Continuation"). Implementation of the Continuation remains subject to the Company ma king
application to the Alberta Registrar of Corporations and the British Columbia Registrar of
Companies. Implementation of the Continuation is a condition precedent to the Amalgamation.
About Huayra
Huayra was incorporated under the Business Corporations Act (British Columbia) on August 5,
2010 as Meryllion Minerals Corporation, a wholly -owned subsidiary of Meryllion Resources
Corporation ("Meryllion"), a company listed on the Ca nadian Securities Exchange. In June 2015 ,
Huayra changed its name t o Huayra M inerals Corp oration. In July 2016, Huayra became an
independent company following the sale by Meryllion of all of the issued and outstanding
shares of Huayra to a group led by Huayra's Argentina -based management team. Huayra is a
mineral exploration and de velopment company engaged in the acquisition, exploration and
development of mineral resource properties in Argentina.
ON BEHALF OF THE BOARD
ANGEL BIOVENTURES INC.
Ken Ralfs
President & Director
For further information concerning the Amalgamation and this press release, please contact
Ken Ralfs Hernan Zaballa
President & Director Director
Angel Bioventures Inc. Huayra Minerals Corporation
Tel: 780-466-6006 Tel: +54-11-4833-5403
E-mail: [email protected] E-mail: [email protected]
Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Amalgamation is subject to a number of conditions, including Exchange acceptance
and approval by Huayra’s shareholders. The Amalgamation cannot close until the required regulatory
and shareholder approvals are obtained. There can be no assurance that the Amalgamation will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement , any information released or
received with respect to the Amalgamation may not be accurate or complete and should not be relied
upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way verified the merits of the proposed Amalgamation and has
neither approved nor disapproved the contents of this press release.
This news releas e does not constitute an offer to sell or a solicitatio n of an offer to buy any of the
securities in the United States. The securities have not been and w ill not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may
not be offered or sold within the United S tates or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.