TORONTO, Aug. 16, 2021 /CNW/ - Stratabound Minerals Corp.
(TSXV: SB) ("Stratabound") and California Gold Mining
Inc.(CSE: CGM) ("California Gold") are pleased to announce
today the completion of the previously announced plan of
arrangement (the "Arrangement") under the Business
Corporations Act (Ontario)
pursuant to which Stratabound has acquired all of the issued and
outstanding common shares of California Gold (the "California
Gold Shares"). As a result of the Arrangement, California Gold
has become an indirect wholly owned subsidiary of Stratabound.
On closing of the Arrangement, an aggregate of approximately
65,108,269 shares of Stratabound (each a "Stratabound
Share") were issued to shareholders of California Gold
("California Gold Shareholders") at an exchange ratio of
1.00 of a Stratabound Share for each outstanding California Gold
Share. In connection with the Arrangement, all outstanding options
of California Gold were cancelled, and all outstanding common share
purchase warrants of California Gold were exchanged for replacement
warrants of Stratabound exercisable to acquire that number of
Stratabound Shares equal to the number of California Gold Shares
that the holders of the exchanged warrants would have acquired if
such holders had exercised such warrants immediately prior to the
effective time of the Arrangement.
The Arrangement was approved by California Gold Shareholders at
a special meeting held on June 29,
2021 (the "Meeting"). The Ontario Superior Court of
Justice (Commercial List) issued a final order approving the
Arrangement on July 5, 2021. The
California Gold Shares are expected to be de-listed from the CSE
after the close of trading on or about August 16, 2021. An application has also been
made for California Gold to cease to be a reporting issuer in the
applicable jurisdictions.
Registered California Gold Shareholders are encouraged to
complete, execute and submit the letter of transmittal included in
the Meeting materials previously mailed to California Gold
Shareholders as soon as possible in order to receive the
Stratabound Shares to which they are entitled under the
Arrangement.
Stratabound wishes to clarify its disclosure in its news
releases of April 21, 2021,
May 20, 2021, June 7, 2021 and July 13,
2021 and on its website relating to the technical report on
California Gold's Fremont Property dated December 9, 2016 and filed on SEDAR on
December 15, 2016 (the "RPA
Report"). Stratabound and its qualified persons have not done
sufficient work to classify the resource estimate contained in the
RPA Report as current, and is therefore treating those estimates as
historical estimates. It is satisfied that at the time the RPA
Report was materially compliant with NI 43-101 and the assumptions
used in that report were reasonable at the time. Stratabound has
commissioned a new NI 43-101 technical report to update the
historic 2016 RPA Report.
ABOUT STRATABOUND
Stratabound Minerals Corp. (TSXV: SB) is a well funded Canadian
exploration and development company focused on gold exploration at
its flagship Golden Culvert Project, Yukon Territory and its new McIntyre Brook
Project, New Brunswick, Canada.
The Company also holds a significant land position that hosts three
base metals deposits in the Bathurst base metals camp of new Brunswick
featuring the Captain Copper Cobalt Gold Deposit that hosts an NI
43-101 Measured and Indicated Resource.
Mr. R. Kim Tyler, P.Geo,
President and CEO of Stratabound, and a "Qualified Person" for the
purpose of NI 43-101, has reviewed and approved the contents of
this news release.
ABOUT CALIFORNIA
GOLD
California Gold Mining Inc.'s flagship Fremont gold project located in Mariposa County, California lies within
California's prolific Mother Lode
Gold Belt.
FORWARD LOOKING INFORMATION
Certain information contained in this news release constitutes
forward looking information. All information other than information
of historical fact is forward looking information. The use of any
of the words "intend", "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "should", "would",
"believe", "predict" and "potential" and similar expressions are
intended to identify forward looking information. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward looking information. No assurance
can be given that this information will prove to be correct and
such forward looking information included in this news release
should not be unduly relied upon. The forward looking information
provided in this news release is based upon a number of material
factors and assumptions.
Forward looking information is subject to a number of risks and
other factors that could cause actual results and events to vary
materially from that anticipated by such forward looking
information. Readers are cautioned that the foregoing list of
risks, uncertainties and assumptions are not exhaustive. The
forward looking information included in this news release is
expressly qualified by this cautionary statement and is made as of
the date of this news release. Neither California Gold nor
Stratabound undertake any obligation to publicly update or revise
any forward looking information except as required by applicable
securities laws.
Neither the CSE, TSXV nor its Regulation Services Provider
(as that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Stratabound Minerals Corp
