VAL-D'OR, QC, Oct. 29, 2021 /CNW/ - Abitibi Royalties Inc.
(TSXV: RZZ) (OTCQX: ATBYF) ("Abitibi"), Golden Valley Mines and Royalties Ltd. (TSXV:
GZZ) (OTCQX: GLVMF) ("Golden
Valley") and Gold Royalty Corp. (NYSE American: GROY)
("Gold Royalty") are pleased to announce that, at special
meetings of Golden Valley
shareholders (the "Golden Valley Shareholders") and Abitibi
shareholders (the "Abitibi Shareholders") held on
October 29, 2021, the Golden Valley
Shareholders and Abitibi Shareholders each overwhelmingly approved
special resolutions authorizing the previously announced business
combination between each of Golden
Valley and Abitibi and Gold Royalty to be completed by
way of statutory plans of arrangement (the "Arrangements")
under the Canada Business Corporations Act and the
Business Corporations Act (British
Columbia), respectively.
The Golden Valley arrangement
resolution was approved by 99.803% of the votes cast by Golden
Valley Shareholders present in person or represented by proxy at
the Golden Valley meeting. In
addition, as required by Multilateral Instrument 61-101 of the
Canadian Securities Administrators ("MI 61-101"), the
Golden Valley arrangement
resolution was approved by 99.778% of the votes cast by Golden
Valley Shareholders excluding votes cast by "interested parties"
(as defined under MI 61-101). The total votes cast for the
Golden Valley arrangement
resolution represented approximately 64.44% of Golden Valley's total issued and outstanding
common shares.
The Abitibi arrangement resolution was approved by 99.916% of
the votes cast by Abitibi Shareholders present in person or
represented by proxy at the Abitibi meeting. In addition, as
required by MI 61-101, the Abitibi arrangement resolution was
approved by 99.767% of the votes cast by Abitibi Shareholders
excluding votes cast by "interested parties" (as defined under MI
61-101). The total votes cast for the Abitibi arrangement
resolution represented approximately 84.68% of Abitibi's total
issued and outstanding common shares.
Each holder of the common shares of Golden Valley (each, a
"Golden Valley Share") will
receive 2.1417 Gold Royalty common shares (each, a "Gold Royalty
Share") for each Golden Valley
Share held.
Each holder of the common shares of Abitibi Royalties (each, an
"Abitibi Royalties Share") will receive 4.6119 Gold Royalty
Share for each Abitibi Royalties Share held.
The Gold Royalty Shares issued in connection with the
Arrangements are expected to be listed on the NYSE American after
closing.
Completion of the Arrangements remains subject to, among other
things, the final approval of the Supreme Court of British Columbia (the "Court"). Golden Valley and Abitibi expect to make the
applications to the Court for final approval of the Arrangements on
or about November 3, 2021. The
Arrangements are currently expected to be completed on or about
November 5, 2021, provided that all
of the conditions to the Arrangements are satisfied or waived.
The Golden Valley Shares and Abitibi Shares are expected to be
delisted from the TSX Venture Exchange on the date of closing of
the Arrangements. The Golden Valley Shares and Abitibi Shares will
also be removed from quotation on the OTCQX. On completion of the
Arrangements, Glenn J. Mullan will
be joining the Gold Royalty board of directors.
Gold Royalty anticipates that the share certificates or Direct
Registration Statements, as the case may be, representing the Gold
Royalty Shares issued pursuant to the Arrangements will be sent to
former registered Golden Valley Shareholders and Abitibi
Shareholders shortly after completion of the Arrangements upon
receipt of properly completed letters of transmittal by such
shareholders. For more information regarding the new Gold Royalty
share certificates please refer to Odyssey Trust Company by dialing
1- (587) 885-0960 (within and outside North America). Golden Valley Shareholders and
Abitibi Shareholders that own their Golden Valley Shares or Abitibi
Shares through a broker or other intermediary should contact such
broker or other intermediary regarding their receipt of Gold
Royalty Common Shares under the Arrangements.
Shareholders of each of Golden
Valley and Abitibi should refer to the Management
Information Circulars dated October 1,
2021 for further information regarding the Arrangements and
underlying agreements, which are available on each of Golden Valley's and Abitibi's issuer profile
at www.sedar.com.
About Golden Valley Mines and
Royalties Ltd.
Golden Valley Mines and Royalties
Ltd. is focused on project and royalty generation and continues to
evaluate opportunities to enhance its mining exploration property
portfolio. Golden Valley is able
to grow its current assets by way of partner-funded option/joint
ventures and through its shareholdings in related-entities.
About Abitibi Royalties Inc.
Abitibi Royalties Inc. owns various royalties at the Canadian
Malartic Mine near Val-d'Or,
Québec. In addition, Abitibi Royalties is building a portfolio of
royalties on early-stage properties near producing mines and
generating mineral projects for option or sale.
About Gold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company offering
creative financing solutions to the metals and mining industry. Its
mission is to acquire royalties, streams and similar interests at
varying stages of the mine life cycle to build a balances portfolio
offering near, medium and longer-term attractive returns for its
investors. Gold Royalty's diversified portfolio currently consists
primarily of net smelter return royalties on gold properties
located in the Americas.
Cautionary Statement on Forward-Looking Information:
Certain of the information contained in this news release
constitutes 'forward-looking information' and 'forward-looking
statements' within the meaning of applicable Canadian and U.S.
securities laws ("forward-looking statements").
Forward-looking statements are statements which are not historical
facts, including, without limitation, statements regarding the
proposed acquisition of Golden
Valley and Abitibi by Gold Royalty and the expected timing
of the application to the Court and completion date of the
Arrangements. There can be no assurance that such statements will
prove accurate. Such statements are necessarily based upon a number
of assumptions that are subject to numerous risks and uncertainties
that could cause actual results and future events to differ
materially from those anticipated or projected. Important factors
that could cause actual results to differ materially from
Golden Valley's, Abitibi's and/or
Gold Royalty's expectations are in the documents are detailed in
Golden Valley's and Abitibi's
Management Information Circulars dated October 1, 2021, regarding the Arrangements,
which are available under Golden
Valley's and Abitibi's issuer profiles at www.sedar.com.
Other than as required by applicable securities legislation,
Golden Valley and Abitibi disclaim
any intention and assume no obligation to revise or update any
forward-looking statement even if new information becomes
available, as a result of future events or for any other
reason.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Gold Royalty Corp.
