Paragon Announces Shareholder Approval for Plan of Arrangement with Canadian Zinc
TSX Venture Exchange Symbol: PGR
Shares Issued: 60,649,254
VANCOUVER, Sept. 17, 2012 /CNW/ - Paragon Minerals Corporation (TSXV: PGR) ("Paragon") is pleased to announce that at the special meeting of shareholders held today in Vancouver, BC, the shareholders of Paragon have approved the plan of arrangement (the "Arrangement") with Canadian Zinc Corporation (TSX: CZN) ("Canadian Zinc") which was first announced on July 31, 2012. In accordance with the recommendation of the Paragon Board of Directors, the transaction was overwhelmingly approved by 96.0 % of the votes cast by Paragon shareholders at the meeting. The transaction was also approved by 95.9 % of the votes cast by minority shareholders, after excluding the votes required to be excluded by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
Following the issuance of the final order by the Supreme Court of British Columbia and the closing of the Arrangement, Canadian Zinc will acquire all of the issued and outstanding common shares in the capital of Paragon that it does not already own. Shareholders of Paragon (other than Canadian Zinc) will receive 0.136 common shares in the capital of Canadian Zinc for each Paragon common share held. The application for the final order is scheduled to be heard on September 20, 2012 and the effective date of the Arrangement is currently expected to be September 24, 2012.
PARAGON MINERALS CORPORATION
"Michael J. Vande Guchte"
President & CEO, Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements: This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that Paragon expects to occur, are forward looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding anticipated approvals for, and completion of, the proposed plan of arrangement. Although Paragon believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include inability to obtain required regulator, shareholder or governmental approvals and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Paragon's management on the date the statements are made. Except as required by securities laws, Paragon undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory, shareholder and governmental approvals for the transactions described herein and the ability of Paragon and other relevant parties to satisfy stock exchange and other regulatory requirements in a timely manner. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.
SOURCE: Paragon Minerals CorporationFor further information:
Michael J. Vande Guchte, President and Chief Executive Officer, at (604) 629-2353 or visit the company web site at www.paragonminerals.com