It is also anticipated that the Resulting Issuer will change its name to "Lowell Copper Ltd." upon completion of the RTO.
The Company has currently outstanding 11,280,000 common shares, stock options exercisable to acquire up to 120,000 common shares and warrants exercisable to purchase up to 4,370,000 common shares. Assuming no exercise of currently outstanding convertible securities, it is anticipated that, on a post-Consolidation basis, the Company will have issued and outstanding 5,640,000 common shares, 60,000 stock options and 2,185,000 warrants for an aggregate of 7,885,000 common shares on a fully-dilluted and post-Consolidation basis.
Assuming no currently outstanding convertible securities of Waterloo are exercised prior to the closing of the RTO, the issued capital of the Resulting Issuer is expected to be:
-- approximately 48,497,143 common shares (on a post-Consolidation basis), of which approximately 11.63% will be held by Waterloo shareholders and approximately 88.37% will be held by Lowell Copper shareholders, not taking into account the Concurrent Financing (as defined below); and-- approximately 55,640,000 common shares (on a post-Consolidation basis), of which approximately 10.14% will be held by Waterloo shareholders and approximately 77.03% will be held by Lowell Copper shareholders, assuming completion of the minimum amount of the Concurrent Financing.
Completion of the RTO is expected to occur by the end of June, 2013 and is conditional upon, among other things, receipt of all required court, regulatory and shareholder approvals, including the TSX Venture Exchange ("TSX-V") as well as the shareholders of both Lowell Copper and Waterloo, and the completion of the Consolidation and Concurrent Financing.
Deloitte LLP, through Deloitte & Touche Corporate Finance Canada Inc., has provided an oral fairness opinion to the Special Committee of the Board of Directors of Waterloo that the consideration to be received by the shareholders of Waterloo under the transaction is fair, from a financial point of view, to the shareholders of Waterloo.
The Company will be calling a meeting of its shareholders to seek approval of the Consolidation, the RTO and the increase in the number of directors as well as to nominate for election the three proposed directors as set out above. The Company will issue an additional press release at the time the Company provides notice to its shareholders of the meeting and the dissemination of the Company's management information circular in respect of the shareholders meeting.
Lowell Copper will also be calling a meeting of shareholders to seek approval of the Arrangement.
The Company will undertake a financing (the "Concurrent Financing") to issue up to 7,142,857 units of Waterloo (each a "Unit") at a price of $0.70 per Unit for gross proceeds of $5,000,000. Each Unit will be comprised of one common share of the Company (on a post-consolidation basis) and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional common share of the Company for a period of five (5) years at an exercise price of $1.05.
It is anticipated that the Concurrent Financing will be completed conccurently or immediately prior to the completion of the RTO and that proceeds from the Concurrent Financing will be used by the Resulting Issuer for general working capital and to further the exploration of its mineral properties.