Avesoro Jersey Limited's Offer to Acquire Avesoro Resources Inc. Common Shares Extended for Mandatory Extension Period to December 3, 2019

ST. HELIER, Jersey, Nov. 22, 2019 /CNW/ - Avesoro Holdings Limited (AHL) and its wholly-owned subsidiary Avesoro Jersey Limited (the Offeror) today announced that the offer to acquire all of the issued and outstanding common shares (the Common Shares) of Avesoro Resources Inc. (Avesoro) not currently owned by the Offeror or any of its affiliates or associates for £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share (the Offer) has been accepted by holders of Common Shares representing approximately 85.36% of the total number of Common Shares outstanding.  All conditions to the Offer, including the minimum tender requirement under applicable Canadian securities laws, have been satisfied, and the Offeror is extending the period for acceptance of the Offer by the mandatory extension period. 

Extension of the Offer

Computershare Trust Company of Canada (the Depositary) has reported that as at 5:00 p.m. (Toronto time) on November 22, 2019, being the expiry of the initial deposit period of the Offer, a total of 18,880,713 Common Shares have been validly deposited under the Offer and not withdrawn. The Offeror has taken up and accepted for payment all such Common Shares. Payment of £ 18,880,713, in the aggregate, for such Common Shares is expected to be made to the Depositary as soon as possible and in any event not later than November 27, 2019. If Common Shares were tendered through brokers or financial intermediaries, holders of such Common Shares will receive payment for their shares through their broker or financial intermediary.

The Offer is now open for acceptance until 5:00 p.m. (Toronto time) on December 3, 2019, unless further extended by the Offeror, to give Avesoro shareholders who have not yet tendered their Common Shares to the Offer an opportunity to do so.

The Offeror will file and mail to Avesoro's registered and beneficial shareholders a corresponding notice of variation and extension regarding certain additional disclosure about AHL and the extension of the expiry time of the Offer to 5:00 p.m. (Toronto time) on December 3, 2019, unless the Offer is further extended. Shareholders who have previously validly deposited their Common Shares do not need to take any further action to accept the Offer. The Offeror will take up and pay for Common Shares validly deposited to the Offer during the mandatory extension period within 10 calendar days after any such deposit.

Immediately prior to this take up and payment, the Offeror owned 59,457,152 Common Shares, representing, on a non-diluted basis, approximately 72.9% of the issued and outstanding Common Shares. Following the take up and payment, the Offeror will own and control 78,337,865 Common Shares representing, on a non-diluted basis, approximately 96.03% of the issued and outstanding Common Shares. As described in the offer to purchase and take-over bid circular in connection with the Offer dated October 17, 2019 (collectively, Offer to Purchase and Circular) (as amended), the Offeror is under no obligation to carry out a compulsory acquisition or subsequent acquisition transaction to acquire any Common Shares that are not validly deposited under the Offer prior to 5:00 p.m. (Toronto time) on December 3, 2019 and Avesoro shareholders who have not deposited or do not deposit their Common Shares pursuant to the Offer prior to such time will continue to hold their Common Shares.

Additional Disclosure

In addition to the extension of the Offer, the notice of variation and extension also provides additional disclosure on certain matters contained in the Offer to Purchase and Circular. Such additional disclosure relates to the fact that the Offeror is a wholly-owned subsidiary of AHL and that AHL is deemed to be a joint offeror with the Offeror under applicable Canadian securities laws, and to the fact that the Offeror may, in its sole discretion, retain the services of a dealer manager to form and manage a soliciting dealer group to solicit acceptances of the Offer.

This announcement is for information purposes only. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in the notice of variation and extension and the offer documents previously filed under Avesoro's profile on the SEDAR website at www.sedar.com (collectively, the Offer Materials). The Offer Materials, as they may be amended from time to time, contain important information, including the terms and conditions of the Offer, that should be read carefully before any decision is made with respect to the Offer.

Any questions relating to depositing Common Shares can be directed to:

Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the timing of payment for Common Shares deposited to the Offer. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from the Offeror's expectations expressed in or implied by such forward-looking statements. As a result, the Offeror cannot guarantee that any forward-looking statement will materialize and caution readers against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe the Offeror's expectations as of November 22, 2019 and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Offeror does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the notice of variation and extension which is available for review on Avesoro's profile on the SEDAR website at www.sedar.com.

This announcement is not for release, publication or distribution in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Offer is not made in, nor will deposits of securities be accepted from any person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.

Contact
The full version of the Offer Materials and notice of variation and extension are available for review on Avesoro's profile on the SEDAR website at www.sedar.com.

For further information regarding the Offeror or the Offer, please contact Murathan Doruk Gunal, info@mng.com, +90 212 306 07 00.