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Mangazeya Mining Ltd. Completes Compulsory Share Redemption

Publish date: 03.06.2022

Print version

June 03, 2022 – Road Town, Tortola, British Virgin Islands. Mangazeya Mining Ltd. (the “Company”) (NEX: MGZ.H) announces that, further to its announcement on May 16, 2022, it has redeemed all shares held by minority shareholders of the Company (the “Minority Shareholders”) in accordance with the provisions of section 176 of the BVI Business Companies Act, 2004 (as amended) (the “Act”) on May 25, 2022 (the “Redemption Date”). Following the Redemption Date, Minority Shareholders are no longer shareholders of the Company but have a claim for a debt owned by the Company equal to the redemption price of CAD$0.045 per redeemed share (the “Redemption Price”) payable according to the terms of the redemption.

Pursuant to the provisions of section 176 of the Act, upon receipt of the direction on May 16, 2022 from Group Mangazeya LLC and Sezaria Limited, acting jointly and in concert (collectively, the “Majority Shareholders”), that they have acquired more than 90% of the issued shares of the Company, the Company was required to act on the instructions of the Majority Shareholders and to redeem the shares held by the Minority Shareholders, irrespective of whether the shares are by their terms redeemable. The Redemption Price was determined by the board of directors of the Company to constitute the fair market value of the Company’s shares based on a valuation obtained from FBK.

Pursuant to section 179 of the Act, Minority Shareholders had the right to dissent from the compulsory redemption of shares under section 176 of the Act. Dissenting shareholders may contest the determination of the Redemption Price as representing the fair market value of their shares but cannot prevent the compulsory redemption. As of the close of business on May 25, 2022, the Company had received dissent notices from certain shareholders purporting to hold 59,862,680 common shares (the “Dissenting Shareholders”). The Company is reviewing these dissent notices for compliance with the Act.

According to the Act, the Minority Shareholders who did not exercise dissent right are entitled to receive the Redemption Price regardless of the outcome of the negotiations between the Company and the Dissenting Shareholders.

As a result of the redemption, the shares of the Minority Shareholders have been redeemed and cancelled in accordance with the Act.
As a result of the redemption, the Company has applied to de-list its common shares from the NEX Board of the TSX Venture Exchange (“NEX”). The Company does not meet the ongoing listing requirements of the NEX.

About Mangazeya Mining Ltd.
Mangazeya Mining Ltd. is a NEX-listed mining and exploration company, focused on the development of mineral resources in the Russian Federation.

Contact:
Anton Grigoryev
Corporate Secretary
Mangazeya Mining Ltd.
a.grigoryev@mangazeya.ru