PELHAM INVESTMENT CORPORATION AND NEW HARTSDALE CAPITAL INC. ANNOUNCE TRANSFER OF SHAREHOLDING IN ACLARA RESOURCES INC. PURSUANT TO INTERNAL REORGANIZATION OF HOLDINGS OF EDUARDO HOCHSCHILD
TORONTO, Dec. 21, 2023 /CNW/ - New Hartsdale Capital Inc. ("New Hartsdale") (an investment company indirectly owned and controlled by Eduardo Hochschild, Chairman of the board of directors of Aclara Resources Inc. ("Aclara")) and Pelham Investment Corporation (an investment company indirectly owned and controlled by Mr. Hochschild, "Pelham") announce that on December 20, 2023, in connection with an internal reorganization of the holdings of Eduardo Hochschild (the "Reorganization") and pursuant to a series of transfers between Pelham, New Hartsdale and Totu Investments Limited (the sole shareholder of Pelham and a holding company indirectly owned and controlled by Mr. Hochschild, "Totu"), 61,461,161 common shares of Aclara (the "Common Shares") were transferred by Pelham to Totu, and subsequently from Totu to New Hartsdale (the "Transfer"). At each stage of the Transfer, the Common Shares were valued at their current market value. Pursuant to the Transfer, while no consideration was paid by either Totu or New Hartsdale, the aggregate fair market value of the Common Shares was CAD$30,730,581.
Immediately prior to the Transfer, (a) Pelham owned 61,461,161 Common Shares; and (b) New Hartsdale did not own any securities of Aclara. Upon completion of the Transfer, (a) Pelham's shareholding position in Aclara has decreased to nil; and (b) New Hartsdale's position increased to 61,461,161 Common Shares, representing approximately 37.65% of the issued and outstanding common shares of Aclara.
In connection with the Transfer, the rights of Pelham under an investor rights agreement among Aclara, Hochschild Mining Holdings Limited and Pelham dated as December 10, 2021 were assigned to New Hartsdale (the "Investor Rights Agreement").
Following the Transfer, in connection with the Reorganization and pursuant to a series of additional transfers that took place on December 20, 2023 (the "Subsequent Transfer"), the shares of New Hartsdale were transferred to Mr. Hochschild who, on December 21, 2023, donated the shares of New Hartsdale to an irrevocable, discretionary trust which is under the control and direction of independent trustees and whose permitted beneficiaries are Mr. Hochschild, his spouse, his children and their descendants. At each stage of the Subsequent Transfer, the Common Shares were valued at their current market value. While no consideration was paid pursuant to the Subsequent Transfer, the aggregate fair market value of the Common Shares was CAD$30,730,581.
New Hartsdale acquired the Common Shares for investment purposes as part of the Reorganization. New Hartsdale may, depending on market and other conditions, increase or decrease its ownership, control or direction over securities of the Issuer through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise, or otherwise deal in the securities of the Issuer, in such manner as it deems advisable from time to time, subject to applicable laws. Pelham disposed of the Common Shares in connection with the Reorganization. Pelham may, depending on market and other conditions, purchase, trade, or otherwise deal in the securities of the Issuer, in such manner as it deems advisable from time to time, subject to applicable laws.
Aclara is a development-stage company that focuses on heavy rare earth mineral resources hosted in ion-adsorption clay deposits. Its primary project is known as the Penco Module and is located in the BioBio Region of southern Chile. Aclara is also evaluating a second module, the Carina Module, located in the State of Goiás in central Brazil. The common shares of Aclara are listed on the Toronto Stock Exchange under the symbol "ARA". The head office of Aclara is located at Cerro el Plomo 5630, Office 901 9th floor, Las Condes, Región Metropolitana de Santiago, Chile.
Each of Pelham and New Hartsdale will file early warning reports in connection with the issuance of this press release, both of which will be available under Aclara's profile on SEDAR+ and can be obtained by contacting Robert Muffly by email at [email protected] or by telephone at (212) 888-3033. The address of Pelham is One Nexus Way, Camana Bay George Town Grand Cayman KY1- 9005 Cayman Islands and New Hartsdale is Rodus House, P.O. Box 3093, Road Town, Tortola, VG1110, British Virgin Islands.
SOURCE Pelham Investment Corporation
Robert Muffly, [email protected], (212) 888-3033
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