Osprey Gold Development and MegumaGold Announce Receipt of Interim Order and Filing Management Circular for Special Meeting
Vancouver, August 14, 2020 - Osprey Gold Development Ltd. (TSXV: OS) ("Osprey") and MegumaGold Corp. (CSE: NSAU) (OTC Pink: NSAUF) (FSE: 2CM2) ("MegumaGold") today announced that Osprey has obtained an interim order from the Supreme Court of British Columbia for its proposed plan of arrangement, previously announced on March 23, 2020 and June 10, 2020, pursuant to which MegumaGold will acquire all of Osprey's outstanding common shares in exchange for common shares of MegumaGold, on an exchange ratio of one (1) MegumaGold common share for every two (2) Osprey common shares outstanding (the "Transaction"). Osprey has also mailed, and filed under its profile on SEDAR, its management information circular (the "Circular") and related materials for the special general meeting of shareholders of Osprey (the "Meeting") to be held on September 4, 2020. At the Meeting, shareholders of the Company will consider and vote on the approval of the Transaction. Details regarding the Transaction and the resulting combined company upon completion of the Transaction (the "Combined Company") are set forth in the Circular.This year, in light of the ongoing COVID-19 pandemic, the Meeting will be held by way of virtual only format whereby shareholders may participate in the Meeting remotely. The Meeting is scheduled to begin at 10:00 a.m. (Vancouver time). Shareholders of record as of the close of business on July 20, 2020 are entitled to receive notice of and to vote at the Meeting. The Company welcomes all registered shareholders and duly appointed proxyholders can attend the Meeting online at https://web.lumiagm.com/293413588, using password OS2020 (case sensitive).
As usual, only duly appointed proxyholders will be allowed to vote and intervene during the live Meeting. Beneficial shareholders who wish to attend at the Meeting should refer to the instructions contained in the Circular. Instructions to vote and participate in the online Meeting, including submitting questions to management are also available in the Circular. Osprey encourages shareholders to vote and submit their proxies prior to the Meeting.
The Board of Directors, after receiving the unanimous recommendation of a special committee of independent directors and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of the Company and fair to Osprey shareholders and unanimously recommends that Osprey shareholders vote in favor of the Transaction.
The Circular and other meeting materials are available under Osprey's profile at www.sedar.com. Closing of the Transaction remains subject to a number of conditions including, receipt of all required shareholder, regulatory and third party consents, including TSX Venture Exchange (the "TSXV") approval, the approval of the Supreme Court of British Columbia granting the Final Order in respect of the Transaction and satisfaction of other customary closing conditions. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Shareholder should carefully read the information contained in the Circular regarding the various matters to be submitted to shareholders for approval at the Meeting.
Osprey Files Technical Report in respect of its Goldenville Property
As disclosed in the Circular, it is anticipated that upon completion of the Transaction, the principal property of the Combined Company will be Osprey's Goldenville Project located in Nova Scotia (the "Goldenville Project"). In connection with filing the Circular, Osprey has filed an updated National Instrument 41-101 technical report in respect of the Goldenville Project entitled "NI 43-101 Independent Technical Report - Goldenville Project, Guysborough County, Nova Scotia", dated June 4, 2020, prepared by Neil Pettigrew, M.Sc., P.Geo, and David Thomas, P.Geo., MAusIMM of Fladgate Exploration Consulting Corporation (the "Goldenville Report"). The Goldenville Report can be found under Osprey's profile at www.sedar.com.
About Osprey Gold
Osprey (TSXV: OS) (OTC Pink: OSSPF) is focused on exploring five historically producing gold properties in Nova Scotia, Canada. Osprey has the option to earn 100% (subject to certain royalties) in all five properties. For additional information, please visit Osprey's website: www.ospreygold.com
About MegumaGold Corp.
MegumaGold Corp. (CSE: NSAU) is a Canadian junior gold exploration company engaged in the business of acquiring, exploring and developing natural resource properties. The Company has centered its exploration focus on the developing Meguma formation of Nova Scotia. As a result, the Company has assembled a strategically positioned, district-scale tenure position of 107,114 hectares within the Meguma Gold District. For additional information, please visit the Company's website: http://www.MegumaGold.com.
For more information please contact
Cooper Quinn, President and Director
Osprey Gold Development Ltd.
(778) 986-8192
cooper@ospreygold.com
www.ospreygold.com
Mr. Regan Isenor, Chief Executive Officer
MegumaGold Corp.
902-233-4381
info@megumagold.com
www.megumagold.com
Forward-Looking Statements
All statements in this presentation, other than statements of historical fact, are "forward-looking information" with respect to MegumaGold and Osprey within the meaning of applicable securities laws including, without limitation economic estimates and any statements related to the proposed transaction, proposed board and management changes and shareholder and exchange approvals. MegumaGold and Osprey provide forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to exploration findings, results and recommendations, results of due diligence investigations, ability to raise adequate financing, shareholder and exchange approvals in respect of the transaction and unprecedented market and economic risks associated with current unprecedented market and economic circumstances due to the COVID-19 pandemic, as well as those risks and uncertainties identified and reported in MegumaGold's and Osprey's public filings under its respective SEDAR profile at www.sedar.com. Although MegumaGold and Osprey have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. MegumaGold and Osprey disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
United States Advisory
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be unlawful.
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