Vancouver, BC, November 30, 2018 - Mason Resources Corp. (TSX:MNR; OTCQB: MSSNF – “Mason” or the “Company”) announces that the Company is making an amendment to its management information circular dated November 19, 2018 (the “Circular”) to clarify the minority approval requirements for the previously announced plan of arrangement (the “Arrangement”) with Hudbay Minerals Inc. (“Hudbay”), whereby Hudbay will acquire all of the issued and outstanding shares of the Company (“Company Shares”) it does not currently own.
To be effective, the Arrangement must be approved by a special resolution passed by (i) at least two-thirds of the votes cast by shareholders who are present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by shareholders (excluding Hudbay, its affiliates and any other persons required to be excluded in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) who are present in person or represented by proxy at the Meeting (the “Minority Approval”).
Upon a recalculation of the number of Company Shares beneficially owned by each of the directors and executive officers of the Company for the purposes of MI 61-101 (including vested convertible securities), the Company has determined that the statement on page 48 of the Circular under the heading “Securities Laws Considerations – Canadian Securities Laws – Related Party Transactions – Minority Approval”, that “none of the related parties entitled to receive “collateral benefits” exercised control or direction over, or beneficially owned, more than one percent (1%) of the outstanding Company Shares, as calculated in accordance with MI 61-101”, is incorrect.
The Company has determined that each of Alan Edwards, James Harris, Duane Lo, Susan McLeod and Stephen Scott (together with Hudbay, the “Excluded Persons”) exercise control or direction over, or beneficially own, more than one percent (1%) of the outstanding Company Shares as calculated in accordance with MI 61-101 and will receive a “collateral benefit” (as defined in MI 61-101) in connection with the Arrangement.
In accordance with MI 61-101, a total of 12,457,055 Company Shares held by the Excluded Persons at the record date for the Meeting (the “Record Date”), representing approximately 15.9% of the issued and outstanding Company Shares, will be excluded for the purposes of determining the Minority Approval.
As at the Record Date, to the knowledge of the Company, the Excluded Persons beneficially owned or exercised control or direction over the following number of Company Shares (excluding vested convertible securities): (i) Hudbay - 10,854,170; (ii) Alan Edwards – 400,569; (iii) James Harris – 293,877; (iv) Duane Lo – 332,735; (v) Susan McLeod – 357,803; and (vi) Stephen Scott – 217,901.
About Mason Resources Corp.
Mason’s key asset is its 100% owned Ann Mason project – an extensive, prospective land package located in the Yerington District of Nevada. The Ann Mason project hosts two copper-molybdenum porphyry deposits, Ann Mason and Blue Hill, as well as numerous earlier-stage or untested priority targets. The Ann Mason deposit is currently at a PEA level and is among the largest undeveloped copper porphyry resources in Canada/U.S.A. The excellent infrastructure, year-round access, strong community support and clear permitting process are all factors that contribute to making Yerington, Nevada one of the best mining jurisdictions in the world. Mason also holds a 100% interest in the Lordsburg property, an exciting earlier-stage copper-gold porphyry project, located within an historic mining district in New Mexico.
Mason Resources Corp.