Goldstrike Announces Completion of Arrangement
August 10 2018 - 6:45AM
Goldstrike Resources Ltd.
("
Goldstrike" or the
"
Company") (TSX-V:GSR) (OTC:APRAF)
(Frankfurt:KCG1) is pleased to announce the completion of its
previously announced plan of arrangement (the
"
Arrangement"), which became effective at 12:01
a.m. (Vancouver time) on August 10, 2018 (the "
Effective
Date").
As part of the Arrangement, among other
things:
- Luckystrike Resources Ltd. ("Luckystrike")
indirectly acquired 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 received one new common share of
Goldstrike (a "New Goldstrike Share") in exchange
for every common share of Goldstrike held (an "Old
Goldstrike Share") and one common share of Luckystrike (a
"Luckystrike Share") in exchange for every seven
Old Goldstrike Shares held; and
- Holders of Goldstrike options and warrants exchanged 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.
The Luckystrike Shares are expected to commence
trading on the TSX Venture Exchange on August 14, 2018 under the
symbol "LUKY".
Share certificates representing Old Goldstrike
Shares will continue to represent New Goldstrike Shares and share
certificates representing Luckystrike Shares will be delivered to
Goldstrike shareholders as soon as reasonably practicable.
Goldstrike shareholders are not required to submit letters of
transmittal or surrender their share certificates.
Concurrent with the completion of the
Arrangement, Luckystrike completed a non-brokered private placement
of 8,333,334 units ("Units") at a subscription
price of $0.30 per Unit. Each Unit is comprised of one Luckystrike
Share and one share purchase warrant (a
"Warrant"), with each Warrant entitling the holder
thereof to acquire one Luckystrike Share at a price of $0.60 for a
period of 36 months from the Effective Date, subject to
acceleration. Goldstrike was the sole subscriber under the private
placement. As a result of the private placement, Goldstrike now
owns or controls an aggregate of 8,333,335 Luckystrike Shares and
8,333,334 Warrants, representing approximately 22.17% of the issued
and outstanding Luckystrike Shares on an undiluted basis and
approximately 36.30% on a partially diluted basis (assuming only
the exercise of the Warrants held by Goldstrike).
Luckystrike also completed an additional
non-brokered private placement of 2,054,002 subscription receipts
("Subscription Receipts") at a subscription price
of $0.30 per Subscription Receipt. On the Effective Date, each
Subscription Receipt automatically converted into one Luckystrike
Share and one Warrant without any further action by the subscriber
or additional consideration. Pursuant to the private placement of
Units and the private placement of Subscription Receipts,
Luckystrike raised aggregate gross proceeds of $3,116,200.
Additional details regarding the Arrangement and
the additional transactions completed thereunder are set forth in
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.
ON BEHALF OF THE BOARD
Terrence E. KingChairman, President andChief
Executive Officer
For new information from the Company's programs,
please visit Goldstrike's website at GoldstrikeResources.com or
contact Jeff Stuart of King James Capital Corporation, handling
Investor Relations for the Goldstrike, by telephone at (604)
210-2150 or by email at jstuart@kingjamescapital.com.
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.
Forward-Looking Statements
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. 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: 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.
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