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Explorex wins shareholder approval for Raffles acquisition; corporate move to the Cayman Islands

Explorex agreed to acquire Raffles Financial Private Limited via a reverse takeover late last year

Explorex Resources Inc. - Explorex wins shareholder approval for its acquisition of Raffles, continuation to the Cayman Islands
The company also threw light on a pending name change to Raffles Financial Group Limited and a corporate move from British Columbia to the Cayman Islands

Explorex Resources Inc (CSE:EX) (OTCMKTS:EXPXF) said Wednesday that the company received shareholder approval for its acquisition of Singapore-based Raffles Financial Private Limited, and a corporate move from British Columbia to the Cayman Islands. 

In a statement, the junior miner said that its previously announced plan of arrangement has been approved by shareholders at an annual general and special meeting on March 9. The arrangement involves spinning out certain assets of Explorex to Origen Resources Inc. At the meeting, a special resolution backed the arrangement by 99.87% of the votes cast by Explorex shareholders. 

Raffles Financial Private Limited, is a financial services company, which Explorex Resources agreed to acquire via a reverse takeover late last year. 

READ: Explorex Resources issues financial update for acquisition Singapore financial services company Raffles ahead of shareholder meeting

At the meeting, Explorex sought approval for the acquisition of Raffles, which constitutes a “fundamental change” under Canadian Securities Exchange (CSE) rules, a continuation of the company's corporate jurisdiction to the Cayman Islands and a plan of arrangement under the Business Corporations Act with its wholly-owned subsidiary, Origen Resources Inc.

The arrangement is still subject to approval by the CSE and the Supreme Court of British Columbia. “The BC Court hearing for obtaining a final order approving the arrangement is scheduled to take place on March 13,” said the company.

The company added that under the arrangement, Explorex will transfer its Arlington, Kagoot Brook, Bonanza and Silver Dollar properties and approximately $500,000 in cash to Origen in exchange for shares of Origen. The Origen shares will then be distributed to Explorex shareholders so that each Explorex shareholder receives one new Explorex share and 0.5 of an Origen share in exchange for each Explorex share held by the Explorex shareholder at the effective time of the arrangement.

Explorex shareholders will hold 100% of the Origen shares upon completion of the arrangement. An application for listing Origen shares on the CSE has been filed, said the company.

Move to the Cayman Islands

The company also threw light on a pending name change to Raffles Financial Group Limited and a corporate move from British Columbia to the Cayman Islands. “Explorex shareholders approved the continuance of Explorex to the Cayman Islands,” noted the company. An ordinary resolution approving the continuation of Explorex to the Cayman Islands was approved by 97.80% of the shareholders' votes.

Updates timeline

Explorex said it will complete its previously announced $500,000 private placement in order to have the funds to fork over to Origen under the arrangement.

The company will undertake and complete the arrangement, then it will complete a share consolidation so that all outstanding Explorex shares are consolidated into 1,050,000 shares and then switch its name to Raffles Financial Group Limited (RFG). Then RFG will move its corporate jurisdiction to the Cayman Islands.

The company said as part of the process, 45,000,000 Raffles Financial Group shares will be issued to the shareholders of Raffles to acquire Raffles, so that Raffles will be a wholly-owned subsidiary of RFG. It is a condition of the transaction that Raffles concurrently complete a financing of up to $20,000,000 at a price of $5 per RFG share, said the company.

Completion of the “arrangement, the transaction and the continuation” is expected to occur on or around March 27, said the company.

At the meeting, shareholders also approved the company's 10% rolling stock option plan and Origen's 10% rolling stock option plan. Separately, they voted in favour of capping the number of Explorex directors at six and incumbents William EA Wishart, Gary Schellenberg, James Mustard, Jerry Bella, Mike Sieb and Mike Zhou were re-elected as directors.

Contact the author Uttara Choudhury at uttara@proactiveinvestors.com

Follow her on Twitter: @UttaraProactive 

Quick facts: Raffles Financial Group Limited

Price: 5.3 CAD

CSE:RICH
Market: CSE
Market Cap: $265.42 m
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