New Carolin Gold Corp. Completes Plan of Arrangement with Talisker Resources Ltd
16.09.2021 | Newsfile
Vancouver, Sept 16, 2021 - New Carolin Gold Corp. (TSXV: LAD) (OTC Pink: LADFF) (the "Company" or "New Carolin") is pleased to announce the completion of the previously-announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) whereby Talisker Resources Ltd. ("Talisker") acquired all of the issued and outstanding common shares of the Company (each, a "Common Share"). New Carolin is now a wholly-owned subsidiary of Talisker.Under the terms of the Arrangement, former New Carolin shareholders (other than Talisker) received 0.3196 of a common share of Talisker for each Common Share held. In addition, options and warrants to acquire Common Shares became exercisable for common shares of Talisker, all in accordance with the terms of the Arrangement.
As the Arrangement has now completed, the Common Shares will be de-listed from the TSX Venture Exchange effective as of the close of business on September 16, 2021. In addition, New Carolin will begin the process of applying to cease to be a reporting issuer or the equivalent in the relevant Canadian jurisdictions.
Full details of the Arrangement and certain other related matters are set out in the management information circular of New Carolin dated August 10, 2021 (the "Information Circular"). A copy of the Information Circular can be found under New Carolin's profile on SEDAR at www.sedar.com. Former New Carolin shareholders who require assistance with the completion of the letter of transmittal are advised to contact Computershare Investor Services Inc., the depositary for the Arrangement, by telephone (toll-free) at 1-800-564-6253.
About New Carolin
New Carolin Gold is a Canadian-based junior company focused on the exploration, evaluation and development of its 100% owned property consisting of 144 square kilometers of contiguous mineral claims and crown grants, collectively known as the "Ladner Gold Project" (the "Project"). The Project is located near Hope, BC in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine and Pipestem Mine, and numerous gold prospects.
For additional information, please visit the Company's website at www.newcarolingold.com.
ON BEHALF OF THE BOARD OF DIRECTORS
"Kenneth R. Holmes"
President and CEO
Toll Free: 1-(855) 891-9185
E-mail: ceo@newcarolingold.com
Web site: www.newcarolingold.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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 the accuracy of this press release.
Caution concerning forward-looking information
This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to Talisker and New Carolin. All statements, other than statements of historical fact included herein, including, without limitation, statements or information about New Carolin applying to cease to be a reporting issuer or the equivalent in the relevant Canadian jurisdictions, are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, neither Talisker nor New Carolin assumes any obligation to update or revise them to reflect new events or circumstances.