ISS and Glass Lewis recommend Mason Resources Shareholders vote FOR the Plan of Arrangement with Hudbay Minerals

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Overig advies 04/12/2018 13:58
Vancouver, BC, December 4, 2018 - Mason Resources Corp. (TSX: MNR; OTCQB: MSSNF – “Mason” or the “Company”) announces that Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”), have both recommended that Mason shareholders vote FOR the previously announced plan of arrangement with Hudbay Minerals Inc. (“Hudbay”) under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the Arrangement, Hudbay will acquire all the outstanding shares of the Company not already owned by Hudbay and its affiliates for C$0.40 per share (the “Consideration”).

Favourable ISS and Glass Lewis Recommendations
Both ISS and Glass Lewis, the two leading independent proxy advisory firms whose recommendations are relied upon by major institutional investment firms and other institutional shareholders, refer to the strong strategic rationale for the Arrangement, the significant premium, certainty of value from the cash Consideration, and favourable market reaction as factors supporting their FOR recommendations.

Special Meeting of Mason Shareholders
A special meeting of Mason shareholders (the “Meeting”) will be held to consider the Arrangement at 10:30 a.m. (Vancouver time) on December 17, 2018 at the offices of Borden Ladner Gervais LLP located at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia. The record date for determining the Company shareholders entitled to receive notice of and vote at the Meeting has been fixed as the close of business on November 16, 2018 (the “Record Date”).

Board Recommendation
After a thorough and careful review and consideration of the best interests of the Company, the terms of the Arrangement and its impact on Company 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 (the “Public Shareholders”) and the Company’s other stakeholders, a special committee (the “Special Committee”) comprised solely of independent directors of the Company, unanimously concluded that the Consideration to be received by the Public Shareholders pursuant to the Arrangement is fair to such Public Shareholders and that the Arrangement is in the best interest of the Company.


Required Approvals
To be effective, the Arrangement must be approved by a special resolution passed by (i) at least two-thirds of the votes cast by Company shareholders who are present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by Public Shareholders who are present in person or represented by proxy at the Meeting. In addition, the Supreme Court of British Columbia (the “Court”) must approve the Arrangement as a condition to its effectiveness. Among other things, the Court’s final order will include a finding on the fairness of the terms and conditions of the Arrangement to Public Shareholders participating in the Arrangement.

Shareholder Support Agreements
In connection with the Arrangement, all of the directors and senior officers of Mason as well as Mantos Copper (Bermuda) Limited (the “Supporting Shareholders”) entered into customary support agreements with Hudbay pursuant to which they have agreed to vote their shares, representing 19.8% of the issued and outstanding shares, in favour of the Arrangement. Together with Hudbay, the Supporting Shareholders hold 33.7% of the issued and outstanding shares.

Your vote is important. The Notice of Special Meeting, Management Information Circular and other Meeting materials (the “Meeting Materials”) are available on SEDAR at and on the Company’s website at

The Meeting Materials provide a description of the Arrangement and include certain additional information to assist Public Shareholders in considering how to vote on the Arrangement. You are urged to read this information carefully and, if you require assistance, to consult your tax, financial, legal or other professional advisors.

Included in the Meeting Materials are several documents requiring your attention.
If you are a registered shareholder and are unable to attend the Meeting in person, please date and execute the form of proxy included in the Meeting Materials and deposit it with Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1 before 10:30 a.m. (Vancouver time) on Thursday, December 13, 2018, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.

If you are a non-registered shareholder and receive the Meeting Materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.

If you have any questions about the procedures to be followed to vote at the Meeting or about obtaining and depositing the required form of proxy or voting instruction form, you should contact Laurel Hill Advisory Group by telephone (toll-free for callers in North America) at 1-877-452-7184 or 1-416-304-0211 (for collect calls outside North America) or by e-mail at

The Arrangement is expected to close in December 2018, subject to obtaining all required approvals and consents, as well as satisfying all required conditions.

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.

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