Golden Predator Provides Update on Arizona Gold Transaction
July 14 2021 - 7:00AM
Golden Predator Mining Corp. (TSX.V:GPY;
OTCQX:NTGSF) ("
Golden Predator") is
pleased to provide a corporate update including information
concerning the Arizona Gold Corp. (“
Arizona”) and
Golden Predator merger agreement forming a new North American
focused near-term gold producer (the
“
Transaction”).
Arizona Gold Information Update and
Transaction HighlightsA joint information circular will be
mailed in the coming days to shareholders of record of Class A
Common Shares as of July 16, 2021. The shareholder vote will be
held on August 25, 2021 at 10:00 a.m. (Vancouver time) at the
office of Morton Law LLP at 1200 – 750 West Pender Street,
Vancouver, BC V6C 2T8, with the option to attend virtually by video
conference.
Under the terms of the Agreement, all of the
issued and outstanding common shares of Golden Predator will be
exchanged for common shares of Arizona on the basis of 1.65 common
shares of Arizona per common share of Golden Predator (the
“Exchange Ratio”). Upon completion of the
Transaction, existing Arizona and Golden Predator shareholders will
own approximately 55% and 45% of the combined company common
shares, respectively, on an outstanding basis. For more information
please see Golden Predator’s News Release dated June 28, 2021.
Transaction highlights:
- Creates a
diversified near-term gold producer in North America through
sequential development of the fully permitted Copperstone mine in
Arizona followed by the Brewery Creek mine in the Yukon;
- Combined
resource base1 of approximately 1.1 million oz gold in the Measured
& Indicated categories, plus an additional approximate 1.5
million oz gold in the Inferred category, paired with considerable
exploration upside at each project;
- Experienced
leadership team including Giulio Bonifacio as President & CEO
and William Sheriff as Non-Executive Chairman, to be supported by a
technical team with backgrounds in both mine-building and
operations;
- Improved capital
markets scale to enhance investor visibility and positioning
amongst peers, plus a broadened shareholder base; and
- Combined cash
and investments of $23M2, including shareholdings in Seabridge Gold
Inc., C2C Gold Corp. and Group 11 Technologies Inc.
About Arizona Gold Corp.Arizona
Gold is an emerging American gold producer advancing the restart of
production at its 100% owned, fully permitted, past-producing
Copperstone mine project, located in mining-friendly Arizona. The
Copperstone mine project demonstrates significant upside
exploration potential that has yet to be drilled within a 50 km2
land package that includes past production of over 500,000 oz gold
by way of an open-pit operation.
About Golden Predator Mining
Corp.Golden Predator is advancing the past-producing
Brewery Creek mine towards a timely resumption of mining activities
in Canada’s Yukon. The project has established resources grading
over 1.0 g/t gold and both a technical report and Bankable
Feasibility Study underway to define the economics of a restart of
heap leach operations at the Brewery Creek mine. The 180 km2
brownfield property is located 55 km by road from Dawson City,
Yukon and operates under a Socio-Economic Accord with the Tr’ondëk
Hwëch’in First Nation. The Company also holds the Marg project,
with a NI 43-101 compliant resource, the Gold Dome project and the
Grew Creek project.
For additional information on Golden Predator
and the Brewery Creek mine, please visit the website at
www.goldenpredator.com.
Contact Information |
Arizona Gold Corp.Giulio BonifacioCEO &
Director604-318-6760gtbonifacio@arizona-gold.com |
Golden Predator Mining Corp.William SheriffExecutive
Chair972-333-2214wms@goldenpredator.com |
___________________________________1 For
Copperstone, please reference the independent technical report
titled “National Instrument 43-101 Technical Report: Preliminary
Feasibility Study for the Copperstone Project, La Paz County,
Arizona, USA” completed by Hard Rock Consulting, LLC, effective
date April 1, 2018. For Brewery Creek, please reference the
Independent technical report titled “NI 43-101 Technical Report on
Resources – Brewery Creek Project, Yukon, Canada” completed by
Gustavson Associates LLC, effective date May 31, 2020.2 Includes
pro forma cash of $9.6M as at March 31, 2021 and pro forma equity
investments calculated as at June 25, 2021, excluding transaction
costs.
Cautionary StatementsCertain
information contained herein constitutes forward-looking
information or statements under applicable securities legislation
and rules. Such statements include, but are not limited to,
statements with respect to the anticipated completion of the
Transaction and the acquisition of the Marg Project.
Forward-looking statements are based on the opinions and estimates
of management as of the date such statements are made and are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of Arizona and/or Golden Predator to be materially
different from those expressed or implied by such forward-looking
statements, including, but not limited to: (i) any inability of the
parties to satisfy the conditions to the completion of the
Transaction on acceptable terms or at all; and (ii) receipt of
necessary stock exchange, court and shareholder approvals. Although
management of each of Arizona and Golden Predator has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate. Accordingly,
readers should not place undue reliance on forward-looking
statements. Neither party will update any forward-looking
statements or forward-looking information that are incorporated by
reference herein, except as required by applicable securities laws.
The parties caution readers not to place undue reliance on these
forward-looking statements and it does not undertake any obligation
to revise and disseminate forward-looking statements to reflect
events or circumstances after the date hereof, or to reflect the
occurrence of or non-occurrence of any events.
This press release is not and is not to be
construed in any way as, an offer to buy or sell securities in the
United States. The distribution of the Arizona common shares in
connection with the transactions described herein will not be
registered under the United States Securities Act of 1933 (the
“U.S. Securities Act”) and the Arizona common shares may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy the Arizona common shares, nor shall there be
any offer or sale of the Arizona common shares in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Neither the TSX, the TSX Venture Exchange nor
its Regulation Services Provider (as that term is defined in the
policies of the TSX and TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
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