Sabre Gold Mines and Golden Predator Mining Announce Anticipated Plan of Arrangement Closing
01.09.2021 | GlobeNewswire
Attendance at Precious Metals SummitVANCOUVER, Sept. 01, 2021 - 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 Arrangement As 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 Trading
In 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 Summit
The 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 Bonifacio, President & Chief Executive Officer
gtbonifacio@arizona-gold.com
Golden Predator Mining Corp.
William Sheriff, Executive Chair
wms@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.
