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Each Special Warrant will entitle the holder to one common share of Gold Winn (a “Gold Winn Common Share”). Each Special Warrant will automatically convert, without the payment of any additional consideration, into one Gold Winn Common Share on the date (the “Conversion Date”) that is the earlier of (i) the date on which the Spin-Out is completed (immediately following the completion of the Spin-Out), and (ii)
For additional information on the Spin-out, see the Company’s news releases dated
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The gross proceeds from the Special Warrants will be used by Gold Winn for general working capital and administrative expenses.
It is expected that certain Insiders (as such term is defined under the policies of the Exchange) of the Company may participate in the Offering. The participation of Insiders in the Offering may constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 –Protection of Minority Security Holders in Special Transactions(“MI 61-101”). The Company intends to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in
About Lake Winn
On Behalf of the Board of Directors of
CEO and Director
Telephone: (604) 218-8772
Neither the
Forward-looking Statements:Certain statements in this news release are “forward-looking statements” which reflect the Company’s current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “estimates”, “predicts” or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including without limitation, delays resulting from or inability to obtain applicable regulatory approval for the Offering, the Offering being fully subscribed, statements regarding the Company’s plans to complete the Spin-Out, the transaction structure of the Spin-Out, and the timing of the completion of the Spin-Out are forward-looking statements that involve various risks and uncertainties. Investors should not place undue reliance on forward-looking information. Important factors that could cause actual results to differ materially from the Company’s expectations include actual exploration results, the ability to obtain requisite approvals for the Spin-Out, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The forward-looking information contained herein is made as of the date hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
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