New Placer Dome Gold Shareholders Approve Acquisition by CopAur Minerals Inc.
07.05.2022 | Newsfile
Vancouver, May 7, 2022 - CopAur Minerals Inc. (TSXV: CPAU) ("CopAur") and New Placer Dome Gold Corp. (the "Company" or "New Placer Dome") (TSXV: NGLD) are pleased to announce that a significant majority of New Placer Dome's shareholders approved the special resolution (the "Arrangement Resolution") authorizing the previously-announced plan of arrangement pursuant to which CopAur will acquire all of the outstanding common shares of New Placer Dome ("Common Shares") for consideration of 0.1182 of a common share of CopAur for each Common Share held (the "Arrangement").The Arrangement was approved by holders of Common Shares (the "Shareholders") at the special meeting of Shareholders held on May 6, 2022 (the "Meeting"). The Arrangement Resolution was approved by approximately 99.53% of the votes cast by Shareholders. In addition, as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101"), the Arrangement Resolution was approved by 99.51% of the votes cast by Shareholders excluding votes cast by certain "related parties" and "interested parties" (as defined under MI 61-101).
A total of 61,353,774 Common Shares were voted at the Meeting, representing approximately 34.93% of the votes attached to all Common Shares outstanding as of the record date of March 11, 2022.
New Placer Dome will seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on or about May 11, 2022. The Arrangement is expected to close on or about May 13, 2022, provided all of the customary closing conditions as set forth in the definitive arrangement agreement are satisfied or waived, which include, among other things, the receipt of final approval of the Arrangement from the TSX Venture Exchange.
Registered holders of Common Shares can no longer provide a written notice of dissent to the Arrangement Resolution to New Placer Dome as the deadline to exercise dissent rights pursuant to the interim order obtained in connection with the Arrangement has passed.
Further details regarding the Arrangement are set out in the management information circular of the Company dated April 7, 2022, which is available on New Placer Dome's profile on SEDAR (www.sedar.com).
About New Placer Dome Gold Corp.
New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold projects in Nevada. New Placer Dome's flagship Kinsley Mountain Gold Project located 90 km south of the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101 indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes)1. The Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km south of Ely, Nevada. New Placer Dome is run by a strong management and technical team consisting of capital markets and mining professionals with the goal of maximizing value for shareholders through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.
Qualified Person
The scientific and technical information contained in this news release as it relates to New Placer Dome has been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a "Qualified Person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the data disclosed which includes a review of the sampling, analytical and test data underlying the information and opinions contained herein.
For more information, please contact:
New Placer Dome Gold Corp.
Maximilian Sali, Chief Executive Officer & Director
Tel: 604 367 8117
Email: msali@newplacerdome.com
About CopAur Minerals
CopAur is a Canadian based TSXV-listed copper-gold mining company whose primary asset is the 100%-owned Williams Gold-Copper property (the "Williams Project") that spans across 5,159 hectares of land package in Northeastern British Columbia. The Williams Project is a highly prospective exploration property which hosts a large, partially tested 3.0 km by 2.0 km gold-insoil anomaly and an early stage 1.8 km wide copper porphyry target. Historical work on the Williams Project includes 6,759 meters of diamond drilling over 31 holes, rock and soil sampling, trenching and geophysical surveys.
Qualified Person
The scientific and technical information contained in this news release regarding CopAur Minerals Inc. has been reviewed and approved by Alvin Jackson P. Geo, a Director of CopAur Minerals Inc. and a "Qualified Person" as defined in National Instrument 43-101.
For more information, please contact:
CopAur Minerals Inc.
Jeremy Yaseniuk, Chief Executive Officer & Director
Tel: +1 (604) 773-1467
Email: jeremyy@copaur.com
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 accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this news release has been prepared as at May 6, 2022. This news release contains 'forward-looking information' within the meaning of Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements or information about the completion of the Arrangement, and the timing for obtaining court approval and approval from the TSX Venture Exchange and for the closing of the Arrangement are forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those anticipated, including, the contemplated business combination not being completed as a result of a number of factors including, without limitation, required regulatory or court approvals not being obtained; the expected timing for these events being delayed; the possible failure to realize anticipated synergies, combined technical expertise or other benefits of the transaction; and other risks and uncertainties detailed in New Placer Dome's Management Information Circular dated April 7, 2022 regarding the Arrangement, which is available under New Placer Dome's issuer profile at www.sedar.com. Readers should not place undue reliance on the forward-looking information contained in this news release. New Placer Dome does not undertake to update any forward-looking information, except as required by applicable securities laws.
Investors are cautioned that, except as disclosed in the Information Circular, any information released or received with respect to the business combination may not be accurate or complete and should not be relied upon.
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1 Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5, 2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.'s Issuer Profile on SEDAR (www.sedar.com)
