Arizona Gold Corp. (“Arizona”) (TSX: AZG, OTCQB: AGAUF) and Golden Predator Mining Corp. (“Golden Predator”) (TSX.V: GPY, OTCQX: NTGSF) are pleased to announce that shareholders of both Arizona and Golden Predator have overwhelmingly approved all matters voted on at Arizona’s special meeting as well as at Golden Predator’s special meeting held earlier today, including the proposed acquisition by Arizona of all of the outstanding common shares of Golden Predator by way of a proposed plan of arrangement (the “Arrangement”), pursuant to the terms and subject to the conditions of the arrangement agreement between Arizona and Golden Predator dated June 28, 2021.

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the British Columbia Supreme Court, which application will be heard on August 30, 2021, closing of the Arrangement is expected to occur on September 2, 2021.

Under the terms of the Arrangement, all of the issued and outstanding common shares of Golden Predator will be exchanged for common shares of Arizona on the basis of 1.65 common shares of Arizona per common share of Golden Predator (the “Exchange Ratio”). Following completion of the Arrangement, current Arizona shareholders and former Golden Predator shareholders will own approximately 55% and 45% of the combined company common shares, respectively.

Name Change to Sabre Gold Mines Corp.Arizona also intends to proceed with a name change to Sabre Gold Mines Corp. (“Sabre Gold”) in connection with the closing of the Arrangement. The common shares of the new Sabre Gold are expected to trade under the ticker symbol ‘SGLD’ on the Toronto Stock Exchange. The company expects to begin trading under its new name on the OTCQB at or about the same time and under a new ticker symbol by the middle of September, 2021, until which time the company will continue to trade under the current OTCQB symbol (AGAUF). A new website for the combined company will also be launched in early September.

Golden Predator shares are expected to be delisted from the TSX Venture Exchange and an application will be made for Golden Predator to cease to be a reporting issuer on the date of closing of the Arrangement.

Arizona Meeting & Voting ResultsThe issuance by Arizona of common shares of Arizona (“Arizona Shares”) to the shareholders of Golden Predator in exchange for all of the issued and outstanding Golden Predator shares pursuant to the Arrangement was approved by 99.5% of the votes cast by Arizona shareholders present or represented by proxy at Arizona’s special meeting.

All matters presented for approval at the Arizona special meeting were duly authorized and approved as follows:

Total Shares Represented at the meeting: 161,052,465 (46.54%)
     
Share Issuance Resolution:    
Shares Represented by Proxy – Voted For 156,132,570 (99.5%)
Shares Represented by Proxy – Voted Against 759,817 (0.5%)
Share Represented by proxy – Not Voted 4,160,078  
     
Name Change Resolution:    
Shares Represented by Proxy – Voted For 158,113,145 (98.2%)
Shares Represented by Proxy – Voted Against 2,939,320 (1.8%)

Golden Predator Meeting & Voting ResultsThe Arrangement with Arizona was approved by 99.29% of the votes cast by Golden Predator shareholders present by virtual attendance or represented by proxy at Golden Predator’s special meeting.

All matters presented for approval at the Golden Predator special meeting were duly authorized and approved as follows:

Total Shares Represented at the meeting: 78,461,398 (45.50%)
     
Arrangement Resolution:    
Shares Represented by Proxy – Voted For 77,907,359 (99.29%)
Shares Represented by Proxy – Voted Against 554,029 (0.71%)

About ArizonaArizona Gold is an emerging American gold producer advancing the restart of production at its 100% owned, fully permitted, past-producing Copperstone mine project, located in mining-friendly Arizona. The Copperstone mine project demonstrates significant upside exploration potential that has yet to be drilled within a 50 km2 land package that includes past production of over 500,000 oz gold by way of an open-pit operation.

The company’s current focus is on maximizing Copperstone’s potential by defining and expanding current resources and further optimizing the mine’s economics for purposes of the restart of gold production in the near-term as a result of the recent project funding transaction with Star Royalties Ltd.

For further information please visit the Arizona website at www.arizona-gold.com.

About Golden PredatorGolden Predator is advancing the past-producing Brewery Creek mine towards a timely resumption of mining activities in Canada’s Yukon. The project has established resources grading over 1.0 g/t gold and both a technical report and Bankable Feasibility Study underway to define the economics of a restart of heap leach operations at the Brewery Creek mine. The 180 km2 brownfield property is located 55 km by road from Dawson City, Yukon and operates under a Socio-Economic Accord with the Tr’ondëk Hwëch’in First Nation. The Company also holds the Marg project, with a NI 43-101 compliant resource, the Gold Dome project and the Grew Creek project.

For additional information on Golden Predator and the Brewery Creek mine, please visit the website at www.goldenpredator.com.

Contact Information

Arizona Gold Corp.Giulio BonifacioCEO & Director604-318-6760 gtbonifacio@arizona-gold.com Golden Predator Mining Corp.William SheriffExecutive Chair972-333-2214wms@goldenpredator.com

Cautionary Statements

Certain information contained herein constitutes forward-looking information or statements under applicable securities legislation and rules. Such statements include, but are not limited to, statements with respect to the anticipated completion of the Transaction. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Arizona and/or Golden Predator to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to: (i) any inability of the parties to satisfy the conditions to the completion of the transaction on acceptable terms or at all; and (ii) receipt of necessary stock exchange and court approvals. Although management of each of Arizona and Golden Predator 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. There can be no assurance that such statements will prove to be accurate. Accordingly, readers should not place undue reliance on forward-looking statements. Neither party will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. The parties caution readers not to place undue reliance on these forward-looking statements and it does not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.

This press release is not and is not to be construed in any way as, an offer to buy or sell securities in the United States. The distribution of the Arizona common shares in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) and the Arizona common shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Arizona common shares, nor shall there be any offer or sale of the Arizona common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX and TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

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