Hodgins Auctioneers announces Shareholders approve Consolidation, Plan of Arrangement and Ratification of the Majesta Option ...

MELFORT, SK, March 16, 2015 /CNW/ - Hodgins Auctioneers Inc. (HA-TSX.V) ("HAI") wishes to announce  that at the meeting of shareholders held on March 13, 2015, the shareholders of HAI approved the plan to consolidate its common shares on the basis of 2 old for 1 new. The vote was 11,129,300 (of the 22,717,500 common shares outstanding) in favour and 0 opposed.  HAI will keep its existing name and trading symbol. It is expected that consolidation will be completed by the end of the month. Implementation of the consolidation is subject to certain conditions.  As of the date hereof, not all of the conditions have been satisfied. There can be no assurance that the conditions will be satisfied.

The shareholders also approved the Plan of Arrangement pursuant to section 193 of the Business Corporations Act (Alberta) involving HAI, Majesta Minerals Inc. ("MMI") and the security holders of HAI, as more particular described in the management information circular of HAI dated February 6, 2015 ("Information Circular").  The vote was 11,129,300 in favour and 0 against. The Plan of Arrangement also received 100% of the votes (4,325,000 shares) after excluding the aggregate of 6,803,500 votes of the common shares of HAI which were beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to Multilateral Instrument 61-101 - "Protection of Minority Security Holders in Special Transactions" ("MI 61-101"). No shareholder exercised dissent rights. The warrantholders also approved the Plan of Arrangement.  The Plan of Arrangement also received 100% of the votes (1,855,000 warrants) after excluding the aggregate of 636,000 votes of the warrants of HAI which were beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to MI 61-101.  The optionholders unanimously approved the Plan of Arrangement. HAI will seek final approval from the Court of Queen's Bench of Alberta on Wednesday March 25, 2015.  A copy of the application will be filed on www.sedar.com.  If all of the conditions are satisfied and the court approved  the Plan of Arrangement, HAI expects that the Plan of Arrangement will be implemented by the end of the month. Approval and implementation of the Plan of Arrangement is subject to the conditions described in the Information Circular.  As of the date hereof, not all of the conditions have been satisfied.  There can be no assurance that the conditions will be satisfied. 

The shareholders also ratified the Majesta Purchase/Option Agreement dated August 6, 2014 between MRI Holdings Ltd and MMI, the details of which are described in the Information Circular. The ratification received 97.42% of the votes (4,215,800 shares) after excluding the aggregate of 6,803,500 votes of the common shares of HAI which were beneficially owned or over which control or direction is exercised by such persons whose votes may not be included in determining minority approval pursuant to MI 61-101.

About Hodgins Auctioneers Inc.

Headquartered in Melfort, SK for more than 50 years, Hodgins Auctioneers is a provider of professional auction services. Hodgins is renowned for its experienced Auctioneers, award-winning promotions, dependable results and commitment to providing the ultimate marketplace for the sale of assets by auction.

Caution regarding Forward Looking Statements.  This news release contains forward certain forward looking statement including statements with respect to the timing for completion of the consolidation and Plan of Arrangement.  These statements are subject to a number of risks and uncertainties.  Actual results may differ materially from results contemplated by the forward looking statements.  When relying on forward looking statements to make such decisions, investors should carefully consider the foregoing factors and other uncertainties and should not place reliance on such forward looking statements.

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.

SOURCE Hodgins Auctioneers Inc.

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