Arizona Gold and Golden Predator Shareholders Approve Business Combination
August 25 2021 - 4:07PM
Arizona Gold Corp. (“
Arizona”) (
TSX: AZG,
OTCQB: AGAUF) and Golden Predator Mining Corp.
(“
Golden Predator”) (
TSX.V: GPY, OTCQX:
NTGSF) are pleased to announce that shareholders of both
Arizona and Golden Predator have overwhelmingly approved all
matters voted on at Arizona’s special meeting as well as at Golden
Predator’s special meeting held earlier today, including the
proposed acquisition by Arizona of all of the outstanding common
shares of Golden Predator by way of a proposed plan of arrangement
(the “
Arrangement”), pursuant to the terms and
subject to the conditions of the arrangement agreement between
Arizona and Golden Predator dated June 28, 2021.
Subject to the satisfaction or waiver of the
remaining conditions to the Arrangement, including approval of the
Arrangement by the British Columbia Supreme Court, which
application will be heard on August 30, 2021, closing of the
Arrangement is expected to occur on September 2, 2021.
Under the terms of the Arrangement, 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”). Following completion of the
Arrangement, current Arizona shareholders and former Golden
Predator shareholders will own approximately 55% and 45% of the
combined company common shares, respectively.
Name Change to Sabre Gold Mines
Corp.Arizona also intends to proceed with a name change to
Sabre Gold Mines Corp. (“Sabre Gold”) in
connection with the closing of the Arrangement. The common shares
of the new Sabre Gold are expected to trade under the ticker symbol
‘SGLD’ on the Toronto Stock Exchange. The company expects to begin
trading under its new name on the OTCQB at or about the same time
and under a new ticker symbol by the middle of September, 2021,
until which time the company will continue to trade under the
current OTCQB symbol (AGAUF). A new website for the combined
company will also be launched in early September.
Golden Predator shares are expected to be
delisted from the TSX Venture Exchange and an application will be
made for Golden Predator to cease to be a reporting issuer on the
date of closing of the Arrangement.
Arizona Meeting & Voting
ResultsThe issuance by Arizona of common shares of Arizona
(“Arizona Shares”) to the shareholders of Golden
Predator in exchange for all of the issued and outstanding Golden
Predator shares pursuant to the Arrangement was approved by 99.5%
of the votes cast by Arizona shareholders present or represented by
proxy at Arizona’s special meeting.
All matters presented for approval at the
Arizona special meeting were duly authorized and approved as
follows:
Total Shares Represented at the meeting: |
161,052,465 |
(46.54%) |
|
|
|
Share Issuance Resolution: |
|
|
Shares Represented by Proxy – Voted For |
156,132,570 |
(99.5%) |
Shares Represented by Proxy – Voted Against |
759,817 |
(0.5%) |
Share Represented by proxy – Not Voted |
4,160,078 |
|
|
|
|
Name Change Resolution: |
|
|
Shares Represented by Proxy – Voted For |
158,113,145 |
(98.2%) |
Shares Represented by Proxy – Voted Against |
2,939,320 |
(1.8%) |
Golden Predator Meeting & Voting
ResultsThe Arrangement with Arizona was approved by 99.29%
of the votes cast by Golden Predator shareholders present by
virtual attendance or represented by proxy at Golden Predator’s
special meeting.
All matters presented for approval at the Golden
Predator special meeting were duly authorized and approved as
follows:
Total Shares Represented at the meeting: |
78,461,398 |
(45.50%) |
|
|
|
Arrangement Resolution: |
|
|
Shares Represented by Proxy – Voted For |
77,907,359 |
(99.29%) |
Shares Represented by Proxy – Voted Against |
554,029 |
(0.71%) |
About ArizonaArizona 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.
The company’s current focus is on maximizing
Copperstone’s potential by defining and expanding current resources
and further optimizing the mine’s economics for purposes of the
restart of gold production in the near-term as a result of the
recent project funding transaction with Star Royalties Ltd.
For further information please visit the Arizona
website at www.arizona-gold.com.
About Golden PredatorGolden
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 &
Director604-318-6760 gtbonifacio@arizona-gold.com |
Golden Predator Mining Corp.William SheriffExecutive
Chair972-333-2214wms@goldenpredator.com |
Cautionary Statements
Certain 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. 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 and court
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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