Goldstrike Resources Announces 99.93% Shareholder Approval of Plan of Arrangement
TSX VENTURE: GSR
VANCOUVER, British Columbia, July 26, 2018 (GLOBE NEWSWIRE) -- Goldstrike Resources Ltd. ("Goldstrike" or the "Company") (TSX VENTURE:GSR) (OTC:APRAF) (Frankfurt:KCG1) is pleased to announce that, further to its news release dated June 25, 2018, it has received requisite shareholder approval for its previously announced plan of arrangement (the "Arrangement"). Such approval was obtained at the Company's special meeting of shareholders that was held on July 26, 2018.
As previously announced, pursuant to the Arrangement, among other things:
- Luckystrike Resources Ltd. ("Luckystrike"), a wholly-owned subsidiary of the Company, will indirectly acquire the Company's six 100% owned White Gold District properties, being the Lucky Strike, Hotspot, Bull's Eye, BRC, Gold Source and King's Ransom properties;
- Goldstrike shareholders will receive one common share of Luckystrike (a "Luckystrike Share") for every seven common shares of Goldstrike held; and
- Holders of Goldstrike options and warrants will exchange such securities for new options and warrants of Goldstrike and Luckystrike, which are exercisable into shares of such companies on their existing terms, with necessary adjustments for the Arrangement based on the proportionate value of the White Gold District properties.
Completion of the Arrangement remains conditional on approval by the Supreme Court of British Columbia (the "Court"), approval by the TSX Venture Exchange, and other customary conditions. A hearing is scheduled before the Court on July 30, 2018 for the purposes of such approval.
Shareholders should refer to the Company's management information circular dated June 25, 2018, a copy of which is available under the Company's profile on SEDAR at www.sedar.com, which more fully sets forth the terms of the Arrangement including each of the transactions under the Arrangement.
The Company is also pleased to announce that it has entered into an amending agreement dated July 26, 2018 (the "Amending Agreement"), pursuant to which the Company and Luckystrike have agreed to amend the Arrangement to address certain administrative matters relating to the physical delivery of share certificates thereunder. Pursuant to the Amending Agreement, share certificates representing old common shares of Goldstrike will continue to represent new common shares of Goldstrike and share certificates representing Luckystrike Shares will be delivered to Goldstrike shareholders as soon as reasonably practicable following the effective date of the Arrangement. As a result of the Amending Agreement, Goldstrike shareholders will no longer be required to submit letters of transmittal or surrender their share certificates. The Amending Agreement does not affect the substantive steps and transactions under the Arrangement in any way.
ON BEHALF OF THE BOARD
Terrence E. King
Chairman, President and
Chief Executive Officer
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.
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation. Forward-Looking Information includes, but is not limited to, the timing and completion of the Arrangement and proposed financings of Luckystrike, the satisfaction of the conditions under the Agreement and the expected benefits of the Arrangement. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to” or variations of such words and phrases or statements that certain actions, events or results “would”, “occur” or “be achieved”. Although Goldstrike has attempted to identify important factors and risks that could affect Goldstrike and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended, including, without limitation: not satisfying the conditions for completion of the Arrangement; failure to complete the proposed financings on acceptable terms or at all; inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting drill results and other exploration data; the potential for delays in exploration or development activities; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with Goldstrike’s expectations; accidents, equipment breakdowns, title and permitting matters; labour disputes or other unanticipated difficulties with or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on its projects; that Goldstrike may not be able to confirm historical exploration results and other risks set forth in Goldstrike's public filings at www.sedar.com. In making the forward-looking statements in this news release, Goldstrike has applied several material assumptions, including the assumption that general business and economic conditions will not change in a materially adverse manner. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Goldstrike does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.