Origen Receives Shareholder Approval of its Plan of Arrangement
488 – 625 Howe St.
Vancouver, BC
V6C 2T6, Canada
604-681-0221
www.origenresources.com
Origen Receives Shareholder Approval of its Plan of Arrangement
Vancouver, B.C . May 1 3, 202 1. Origen Resources Inc. (the “Company” or “ Origen”) (CSE: ORGN) is
pleased to announce that its previously announced plan of arrangement (the “ Arrangement”) has been
approved by the Company’s shareholders. The Arrangement, which involves spinning out Origen’s Silver
Dollar property to Forty Pillars Mining Corp. (“Forty Pillars”), was approved by shareholders of Origen
(the “ Origen Shareholders”) at an annual genera l and special meeting (the “ Origen Meeting”) of the
Origen Shareholders held Wednesday, May 12, 2021. At the Origen Meeting, a special resolution
approving the Arrangement was approved by 99.99% of the votes cast by Origen Shareholders.
“With the approval o f the Forty Pillars spin -out, we ha ve unlocked value for the Com pany and its
shareholders. Origen’s shareholdings in Forty Pillars will further add to addition to the millions in liquid
assets already on hand and allows t he Co mpany to focus on it other co re exploration assets, ” states
Blake Morgan, President.
The Arrangement is still subject to approval by the Supreme Court of British Columbia (the “ BC Court”).
The BC Court hearing for obtaining a final order approving the Arrangement is scheduled to take place
on May 18, 2021. An application for the listing of Forty Pillars on the Canadian Securities Exchange
(“CSE”) has been filed, however listing is subject to CSE final acceptance.
Under the Arrangement, Origen will transfer its Silver Dollar property and approximately $66,893.60 in
cash to Forty Pillars in exchange for the n umber of common shares of Forty Pillars (the " Forty Pillars
Shares") as is equal to 0.2 of the outstanding Origen common shares, a reorganization of Origen’s share
capital and a dis tribution of the Forty Pillars Shares to Origen Shareholders such that each Origen
Shareholder will receive one new share of Origen (a “ New Origen Share ”) and 0.12 of a Forty Pillars
Share in exchange for each Origen common share held by the O rigen Shareholder at the effective time
of the Arrangement. Origen will retain Forty Pillars Shares as part of the Arrangement which are not
transferred to Origen Shareholders.
Letter of Transmittal
Assuming completion of the Arrangement, i n order to rece ive Origen Ne w Shares and Forty Pillars
Shares, registered Origen S hareholders must submit their Origen Shares to Origen’s transfer agent
(Olympia Trust Company) with a duly completed letter of transmittal as soon as practicable following
the effective date of the Arrangement. The letter of transmittal was mailed to each Origen Shareholder
and is also available under Origen’s profile on SEDAR at www.sedar.com.
Origen Shareholders who hold their Origen Shares through an intermediary are not required to take any
action and Origen New Shares and Forty Pillars Shares will be delivered to the intermediary. Such Origen
Shareholders should contact their intermediary if they have questions regarding the process.
Timing Update
Completion of the Arrangement is expec ted to occur on or around May 21, 2021. The proposed Board
of Forty Pillars on completion of the Arrangement is Nader Vatanchi, Abbey Abidiye, Alex Klenman, Gary
Schellenberg and Mike Sieb.
488 – 625 Howe St.
Vancouver, BC
V6C 2T6, Canada
604-681-0221
www.origenresources.com
– 2 –
On closing of the Arrangeme nt, Forty Pillars will conduct a concurrent private placement of common
shares at a price of $0.08 per common share for estim ated proceeds of $ 534,000. Forty Pillars is also
funding itself via convertible debt ($66,000) which was issued before closing the Arrangement to cover
transaction costs.
Additional information regarding the terms of the Arrangement and Forty Pillars are set out in Origen’s
management information circular dated April 9, 2021 which is available under Origen ’s profile at
www.sedar.com.
Annual matters approved at the Origen Meeting
At the Origen Meeting, Origen Shareholders also approved certain annual matters , namely: Davidson &
Company, Chartered Professional Accountants were re -appointed as auditors of the Company for the
ensuing year, the Company's 10% rolling stock opti on plan was approved and Forty Pillars’ 10% rolling
stock option plan was also approved.
Shareholders voted in favour of setting the number of Origen directors at four. The following four
incumbent directors were re-elected: Gary Schellenberg, Geoff Schellenberg, Blake Morgan and Michael
Collins. Origen thanks Mike Sieb and James Mustard who have served as directors of Origen but who
were not standing for re-election at the Origen Meeting.
On behalf of the Board,
Blake Morgan, President
For further information, please contact Blake Morgan, President at 236 -878-4938 or Gary Schellenberg,
CEO at 604-681-0221.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined
in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy
of this press release.
This press release should not be considered a comprehensive summary o f the Arrangement. Additional
information required by applicable securities laws and the Canadian Securities Exchange (“ CSE”) will be
disseminated at a future date following a satisfactory review by the CSE. Completion of the Arrangement
is subject to a number of conditions , including but not limited to, approval of the BC Court. There can be
no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that,
except as disclosed in Origen ’s Management Information Circular or the CSE Listing Statement to be
prepared by Forty Pillars, any information released or received with respect to the Arrangement, may not
be accurate or complete and should not be relied upon. Trading in the securities of Origen should be
considered highly speculative.
This news release contains forward- looking statements that involve risks and uncertainties. Actual
results may differ materially and there are no ass urances that the transaction described in this news
488 – 625 Howe St.
Vancouver, BC
V6C 2T6, Canada
604-681-0221
www.origenresources.com
– 3 –
release will close on the terms desc ribed or at all. Except as required pursuant to applicable securities
laws, the Company will not update these forward- looking statements to reflect events or circumstan ces
after the date hereof. More detailed information about potential factors that could affect financial
results is included in the documents filed from time to time with the Canadian securities regulatory
authorities by the Company. Readers are cautioned not to place undue reliance on forward looking
statements.