Goldstrike Announces 99.93% Shareholder Approval of Plan of Arrangement
July 26 2018 - 5:00PM
Goldstrike Resources Ltd.
("
Goldstrike" or the "
Company")
(TSX VENTURE:GSR) (OTC:APRAF) (Frankfurt:KCG1) is pleased to
announce that, further to its news release dated June 25, 2018, it
has received requisite shareholder approval for its previously
announced plan of arrangement (the "
Arrangement").
Such approval was obtained at the Company's special meeting of
shareholders that was held on July 26, 2018.
As previously announced, pursuant to the
Arrangement, among other things:
- Luckystrike Resources Ltd. ("Luckystrike"), a
wholly-owned subsidiary of the Company, will indirectly acquire the
Company's six 100% owned White Gold District properties, being the
Lucky Strike, Hotspot, Bull's Eye, BRC, Gold Source and King's
Ransom properties;
- Goldstrike shareholders will receive one common share of
Luckystrike (a "Luckystrike Share") for every
seven common shares of Goldstrike held; and
- Holders of Goldstrike options and warrants will exchange such
securities for new options and warrants of Goldstrike and
Luckystrike, which are exercisable into shares of such companies on
their existing terms, with necessary adjustments for the
Arrangement based on the proportionate value of the White Gold
District properties.
Completion of the Arrangement remains conditional on approval by
the Supreme Court of British Columbia (the
"Court"), approval by the TSX Venture Exchange,
and other customary conditions. A hearing is scheduled before the
Court on July 30, 2018 for the purposes of such approval.
Shareholders should refer to the Company's
management information circular dated June 25, 2018, a copy of
which is available under the Company's profile on SEDAR at
www.sedar.com, which more fully sets forth the terms of the
Arrangement including each of the transactions under the
Arrangement.
The Company is also pleased to announce that it
has entered into an amending agreement dated July 26, 2018 (the
"Amending Agreement"), pursuant to which the
Company and Luckystrike have agreed to amend the Arrangement to
address certain administrative matters relating to the physical
delivery of share certificates thereunder. Pursuant to the Amending
Agreement, share certificates representing old common shares of
Goldstrike will continue to represent new common shares of
Goldstrike and share certificates representing Luckystrike Shares
will be delivered to Goldstrike shareholders as soon as reasonably
practicable following the effective date of the Arrangement. As a
result of the Amending Agreement, Goldstrike shareholders will no
longer be required to submit letters of transmittal or surrender
their share certificates. The Amending Agreement does not affect
the substantive steps and transactions under the Arrangement in any
way.
ON BEHALF OF THE BOARD
Terrence E. KingChairman, President andChief
Executive Officer
For new information from the Company's programs,
please visit Goldstrike's website at GoldstrikeResources.com
or contact Jeff Stuart of King James Capital Corporation, handling
Investor Relations for the Goldstrike, by telephone at (604)
210-2150 or by email at jstuart@kingjamescapital.com.
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.
Forward-Looking Statements
Statements contained in this news release that
are not historical facts are “forward-looking information” or
“forward-looking statements” (collectively, “Forward-Looking
Information”) within the meaning of applicable Canadian securities
legislation. Forward-Looking Information includes, but is not
limited to, the timing and completion of the Arrangement and
proposed financings of Luckystrike, the satisfaction of the
conditions under the Agreement and the expected benefits of the
Arrangement. In certain cases, Forward-Looking Information can be
identified by the use of words and phrases such as “anticipates”,
“expects”, “understanding”, “has agreed to” or variations of such
words and phrases or statements that certain actions, events or
results “would”, “occur” or “be achieved”. Although Goldstrike has
attempted to identify important factors and risks that could affect
Goldstrike and may cause actual actions, events or results to
differ materially from those described in Forward-Looking
Information, there may be other factors and risks that cause
actions, events or results not to be as anticipated, estimated or
intended, including, without limitation: not satisfying the
conditions for completion of the Arrangement; failure to complete
the proposed financings on acceptable terms or at all; inherent
risks involved in the exploration and development of mineral
properties; the uncertainties involved in interpreting drill
results and other exploration data; the potential for delays in
exploration or development activities; the geology, grade and
continuity of mineral deposits; the possibility that future
exploration, development or mining results will not be consistent
with Goldstrike’s expectations; accidents, equipment breakdowns,
title and permitting matters; labour disputes or other
unanticipated difficulties with or interruptions in operations;
fluctuating metal prices; unanticipated costs and expenses;
uncertainties relating to the availability and costs of financing
needed in the future, including to fund any exploration programs on
its projects; that Goldstrike may not be able to confirm historical
exploration results and other risks set forth in Goldstrike's
public filings at www.sedar.com. In making the forward-looking
statements in this news release, Goldstrike has applied several
material assumptions, including the assumption that general
business and economic conditions will not change in a materially
adverse manner. There can be no assurance that Forward-Looking
Information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
Forward-Looking Information. Except as required by law, Goldstrike
does not assume any obligation to release publicly any revisions to
Forward-Looking Information contained in this news release to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
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