- Acquisition includes NI 43-101 mineral resource of 515,000 ounces and 364,000 ounces of gold in the Indicated and Inferred categories* respectively hosted in the flagship
Fremont Gold Project located in the prolific California MotherLode Gold Belt .
California Gold shareholders will receive one (1.000) Stratabound common share (each, a “Stratabound Share”) for each California Gold share (each, a “California Gold Share”). The exchange ratio implies a consideration of
The transaction is be carried out by way of a plan of arrangement and California Gold shareholders will be asked to vote on the transaction at a special meeting of shareholders (the “California Gold Meeting”) with closing expected to take place by
“We are extremely pleased to welcome California Gold shareholders to our register and anxious to get to work advancing the
“This is an attractive offer for California Gold Shareholders with the pro forma company being well-capitalized with a strong net cash position, shareholder base and team in place to advance the flagship Fremont Gold project for the benefit of both Stratabound and California Gold shareholders.”
The California Gold Meeting is currently expected to be held in
In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions, including the receipt of all necessary regulatory and stock exchange approvals. The Arrangement is expected to close by
The Arrangement Agreement contains customary terms and conditions which include a break fee payable to Stratabound in the event California Gold does not proceed.
The transaction has the full endorsement of both the Boards of California Gold and Stratabound. On
The fairness opinion was prepared by INFOR Financial and will be included in the management information circular (the “Circular”) to be mailed to California Gold shareholders in connection with the California Gold Meeting. Prior to the execution of the Arrangement Agreement,
All directors of California Gold (representing approximately 16.4% of the currently outstanding
Details of the transaction and the Arrangement Agreement will be set out in the Circular that will be prepared and mailed to California Gold shareholders in connection with the California Gold Meeting. As well, additional information regarding the terms of the definitive Arrangement Agreement, the background to the transaction, the rationale for the recommendations made by the
Subject to the conditions precedent being met; the transaction is expected to close by
Transaction Highlights:
Benefits to Stratabound Shareholders:
- Immediate acquisition of NI 43-101 mineral resource 515,000 ounces grading 1.71 g/t gold in the Indicated category, and an additional 364,000 ounces grading 1.44 g/t gold in the Inferred category* of an advanced gold project with excellent exploration upside plus development potential at an attractive valuation;
- Bulked-up capital markets profile in a larger entity with exposure to a more diverse group of institutional and retail investors; and
- Creation of a stronger asset and market profile platform to accelerate the company’s stated goal of becoming a gold production company.
Benefits to California Gold Shareholders:
- Continued exposure to the Fremont Gold project with access to an experienced technical team that intend to take the project on as a flagship asset;
- Strengthened balance sheet with a meaningful cash position and greater access to capital in a larger pro forma entity; and
- Greater trading liquidity, providing exposure to a larger and more diverse group of institutional and retail investors.
If the Arrangement is completed, the California Gold Shares will be delisted from the CSE.
A copy of the Arrangement Agreement is available through California Gold’s and Stratabound’s filings with the securities regulatory authorities in
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the “
Stratabound will file an updated early warning report in connection with entering into the Arrangement Agreement and the Support Agreements. A copy of the report will be available under California Gold’s profile at www.sedar.com, or by contacting
ADVISORS
ABOUT STRATABOUND
Mr.
ABOUT
California Gold Mining Inc.’s flagship Fremont gold project located in
FORWARD-LOOKING INFORMATION
Certain information contained in this news release constitutes forward-looking information. All information other than information of historical fact is forward-looking information. The use of any of the words “intend”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “would”, “believe”, “predict” and “potential” and similar expressions are intended to identify forward-looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. No assurance can be given that this information will prove to be correct, and such forward-looking information included in this news release should not be unduly relied upon.
The forward-looking information provided in this news release is based upon a number of material factors and assumptions including, without limitation: (a) that the Arrangement will be completed in the timelines and on the terms currently anticipated, if at all; (b) that all necessary CSE, TSXV, court and regulatory approvals will be obtained on the timelines and in the manner currently anticipated; (c) that all necessary California Gold shareholder approvals will be obtained; and (d) general assumptions respecting the business and operations of both Stratabound and California Gold, including that each business will continue to operate in a manner consistent with past practice and pursuant to certain industry and market conditions.
Forward-looking information is subject to a number of risks and other factors that could cause actual results and events to vary materially from that anticipated by such forward-looking information. In particular, the completion of the Arrangement is subject to a number of risks including, without limitation: (a) CSE, TSXV, court and regulatory approvals may not be obtained in the timelines or on the terms currently anticipated or at all; (b) necessary California Gold shareholder approvals may not be obtained; (c) the Arrangement is subject to a number of closing conditions and no assurance can be given that all such conditions will be met or will be met in the timelines required by the Arrangement Agreement; and (d) the business, operational and/or financial performance or achievements of Stratabound or California Gold may be materially different from that currently anticipated. In particular, the benefits anticipated in respect of the Arrangement are based on the current business, operational and financial position of each of Stratabound and California Gold, which are subject to a number of risks and uncertainties. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive.
The forward-looking information included in this news release is expressly qualified by this cautionary statement and is made as of the date of this news release. Neither Stratabound nor California Gold undertake any obligation to publicly update or revise any forward-looking information except as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
FURTHER INFORMATION
Stratabound President, CEO (416) 915-4157 info@stratabound.com | California Gold President, CEO (647) 977-9267 x 333 lphillips@caligold.ca |
Source:
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