Sabre Gold and Golden Predator Announce Anticipated Plan of Arrangement Closing; Attendance at Precious Metals Summit
September 01 2021 - 5:00PM
Sabre Gold Mines Corp. (formerly Arizona Gold Corp.)
(“
Sabre Gold” or the “
Company”)
(
TSX: AZG, OTCQB: AGAUF) and Golden Predator
Mining Corp. (“
Golden Predator”) (
TSX.V:
GPY, OTCQX: NTGSF) are pleased to announce that all
conditions to closing have now been satisfied in respect of the
previously announced business combination, pursuant to which Sabre
Gold will acquire all of the common shares of Golden Predator by
way of a court approved plan of arrangement (the
“
Arrangement”).
Closing of the ArrangementAs
previously announced on August 25, 2021, shareholders of both
companies overwhelmingly approved all matters voted on at the
special meetings, including shareholders of Golden Predator
approving the proposed Arrangement. The British Columbia Supreme
Court issued the final order approving the Arrangement on August
31, 2021.
The effective date of the Arrangement is
expected to occur on September 2, 2021. In order to accommodate the
closing of the Arrangement, trading in Golden Predator common
shares (“Golden Shares”) are being halted
effective at the market close on September 1, 2021. 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 following closing of the Arrangement.
Pursuant to the Arrangement, all of the Golden
Shares issued and outstanding immediately prior to the completion
of the Arrangement will be exchanged for common shares of Sabre
Gold (“Sabre Shares”) on the basis of 1.65 Sabre
Shares per Golden Share (the “Exchange Ratio”).
Following completion of the Arrangement, current Sabre Gold
shareholders and former Golden Predator shareholders will own
approximately 55% and 45% of the combined company common shares,
respectively.
Registered Golden Predator shareholders are
reminded to complete and return the letter of transmittal received
with the meeting materials for the purposes of exchanging their
Golden Shares for Sabre Shares, if they have not already done so.
Non-registered or beneficial Golden Predator shareholders, being
Golden Predator shareholders whose shares are registered in the
name of a broker, investment dealer or other intermediary, will
either receive their Sabre Shares through CDS or DTC (if
arrangements have been made by their intermediary) or in
certificated form. On closing of the Arrangement, Golden Predator
warrants and options will be deemed to be amended in accordance
with the Exchange Ratio and will be exercisable for Sabre
Shares.
Name Change and TradingIn
connection with the Arrangement, the Company completed its name
change to “Sabre Gold Mines Corp.” and is expected to commence
trading on the Toronto Stock Exchange under the new name and ticker
symbol (TSX:SGLD) on a post-Arrangement basis on or about September
8, 2021. The Company expects to begin trading on the OTCQB under
its new name and ticker symbol by the middle of September 2021,
until such time the Company will continue to trade under its
current OTCQB symbol, AGAUF. A new website for the Company on a
post-Arrangement basis will also be launched in early September
2021.
Presentation At Precious Metals
SummitThe Company is pleased to announce its participation
at the 2021 Precious Metals Summit at the Park Hyatt in Beaver
Creek, Colorado, September 8th – September 11th, 2021. For more
information, please visit www.precioussummit.com
CEO and Director, Giulio Bonifacio and proposed
Non-Executive Chairman, William Sheriff, will attend the event, and
Mr. Bonifacio will deliver a corporate presentation on Friday,
September 10th at 1:15pm MDT, in Room 2 of the Gerald R. Ford
Center. The presentation will be webcast and available for replay
at https://wsw.com/webcast/preciousmetals3/gpy.v/
About Sabre Gold Mines Corp.The combined
company represents a business combination of Sabre Gold and Golden
Predator a diversified, multi asset near-term gold producer in
North America which will hold 100 per cent ownership of both the
fully permitted Copperstone mine located in Arizona, United States
and the Brewery Creek mine located in Yukon, Canada both of which
are former gold producers. Management of the combined company
intends to restart production at Copperstone followed by Brewery
Creek in the near term.
The resource base of the combined company will
consist of approximately 1.1 million ounces gold in the measured
and indicated categories, plus an additional 1.5 million oz gold in
the inferred category. Additionally, both Copperstone and Brewery
Creek have considerable exploration upside with a combined land
package of over 230 square kilometers that will be further drill
tested with high priority targets currently identified.
For further information please visit the
websites at www.arizona-gold.com and www.goldenpredator.com.
Contact Information
Sabre Gold Mines Corp.Giulio BonifacioPresident & Chief
Executive Officergtbonifacio@arizona-gold.com |
Golden Predator Mining Corp.William SheriffExecutive
Chairwms@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 resource base of the
combined company, anticipated timing and completion of the
Arrangement, timing of listing of the Company’s common shares under
its new name and ticker symbols on the TSX and OTCQB, and timing of
delisting of the Golden Predator common shares and application to
cease its reporting status. 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 Sabre Gold and/or
Golden Predator to be materially different from those expressed or
implied by such forward-looking statements. Although management of
each of Sabre Gold 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 Sabre Gold 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 Sabre Gold 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 Sabre Gold common shares, nor shall there be
any offer or sale of the Sabre Gold 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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