Paycore Minerals Announces Shareholder Approval of Plan of Arrangement with i-80
Toronto, April 25, 2023 - Paycore Minerals Inc. (TSXV: CORE) ("Paycore" or the "Company") is pleased to report that the previously announced proposed acquisition of all of the issued and outstanding common shares of Paycore ("Common Shares") by i-80 Gold Corp. ("i-80"), pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), has been overwhelmingly approved by the shareholders of Paycore ("Paycore Shareholders") at the special meeting of Paycore Shareholders held earlier today (the "Meeting"). A total of 21,341,555 Common Shares were voted in person or by proxy at the Meeting, representing 53.7 % of the outstanding Common Shares.
The Arrangement was approved by 98.5% of the votes cast by Paycore Shareholders at the Meeting. The Arrangement was also approved by a simple majority of the votes cast by Paycore Shareholders, other than the votes cast by Waterton Nevada Splitter, LLC, and Waterton Nevada Splitter II, LLC (together, "Waterton"), Ms. Christina McCarthy and Mr. Steve Filipovic, which were excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions ("MI 61-101").
In addition to the Arrangement, the Paycore Shareholders, other than Waterton, which was excluded pursuant to MI 61-101, also approved the amendment to the contingent value rights agreement between Paycore, and Golden Hill Mining LLC, i-80 and Waterton dated February 26, 2023 (the "Waterton Amended CVR Agreement"), pursuant to which all of the obligations under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022 shall be satisfied through the issuance of common shares of i-80 to Waterton. Detailed voting results in respect of the approval of the Arrangement and the Waterton Amended CVR Agreement are as follows:
| Matters Considered at the Special Meeting | FOR | AGAINST | ||
| # of Votes | % of Vote | # of Votes | % of Vote | |
| 1. Approval of the Arrangement (66 ⅔ % Vote) | 20,740,055 | 98.5 | 314,000 | 1.49 |
| 2. Minority Approval of the Arrangement (50% Vote) | 10,404,345 | 97.1 | 314,000 | 2.9 |
| 3. Minority Approval of the CVR Amended Resolution (50% Vote) | 10,944,345 | 97.2 | 314,000 | 2.8 |
The completion of the transaction remains subject to final regulatory and court approvals. Paycore is scheduled to seek a final order from the Ontario Superior Court (Commercial List) approving the Arrangement on May 2, 2023. The Arrangement is anticipated to be completed in the first week of May 2023.
About Paycore
Paycore is a corporation incorporated under the Business Corporations Act (Ontario) and, through its subsidiaries, holds a 100% interest in the FAD Property that is located in the heart of the Eureka-Battle Mountain trend in Nevada, USA. The FAD Property is host to the high-grade poly-metallic FAD deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings. FAD was previously owned by Barrick Gold. Barrick acquired the FAD Property when the Company acquired Homestake Mining in 2001.
Overseen by an experienced board and management team that includes Jim Gowans (Non-executive Chairman), Christina McCarthy (President & CEO, and Director), Steve Filipovic (CFO and Corporate Secretary) and John Begeman (Director), the Company is focused on advancing the delineation of mineral deposits on the FAD Project (which is situated immediately to the south of, and along strike from, i-80 Gold Corp.'s Ruby Hill Mine).
Further Information
For further information, please contact:
Christina McCarthy, President, CEO, Director
Telephone: 416-712-6151
Email: christina.mccarthy@paycoreinc.com
Website: www.paycoreinc.com
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS SUCH TERM IS DEFINED IN THE POLICICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
Cautionary Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning (i) the timing and completion of the Arrangement; (ii) the proposed business objectives of the Company, (iii) the impact, and anticipated results, of ongoing drill program and results on the Company, (iv) the possible economics of the FAD Property, and the Company's understanding of the FAD Property, (v) the development potential and timetable of the FAD Property, (vi) the estimation of potential mineral resources, (vii) the timing and amount of estimated future exploration on the FAD Property, (viii) the ability to obtain all regulatory and court approvals of the Arrangement, and (ix) the timing and ability of Paycore to satisfy the conditions precedent to completing the Arrangement. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the FAD Property. Specifically, factors that could cause the actual performance and results of the Company to differ materially from those in forward-looking statements include, without limitation, changes to commodity prices, metallurgical recovery, operating and capital costs, foreign exchange rates, ability to obtain required permits on a timely basis, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Although the Company 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. Readers are cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.
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