UrbanGold Minerals’ Shareholders Overwhelmingly Approve Troilus Gold's Acquisition of UrbanGold Minerals
May 17 2021 - 12:30PM
UrbanGold Minerals Inc. (TSXV: UGM) (“
UrbanGold”)
and Troilus Gold Corp. (TSX: TLG) (OTCQB: CHXMF)
(“
Troilus”) are pleased to announce that
UrbanGold's shareholders voted, at the special meeting of
UrbanGold's shareholders held earlier today (the "
UrbanGold
Meeting"), to approve the proposed acquisition by Troilus
of all of the issued and outstanding common shares of UrbanGold
(the “
UrbanGold Shares”) that it does not
currently own by way of a three-cornered amalgamation (the
“
Amalgamation”) under the Canada Business
Corporations Act.
At the UrbanGold
Meeting, the special resolution authorizing the Amalgamation (the
"Amalgamation Resolution") was approved by (i)
99.83% of the shareholders of UrbanGold present in person or
represented by proxy, and (ii) 99.79 % of the shareholders of
UrbanGold present in person or represented by proxy, excluding the
votes of “interested parties” whose votes may not be included in
determining minority approval. The shareholders of UrbanGold who
participated in the vote represented approximately 33.34 % and
27.94 %, respectively, of all issued and outstanding UrbanGold
shares entitled to vote.
Pursuant to the
Amalgamation, Troilus will acquire all of the issued and
outstanding UrbanGold Shares that it does not already own for a
consideration of 0.3004 of a common share of Troilus for each
outstanding UrbanGold Share. Completion of the Amalgamation remains
subject to satisfaction of all conditions precedent to closing the
Amalgamation. Assuming that all approvals are obtained and all
conditions precedent are satisfied or waived, Troilus and UrbanGold
anticipate the closing of the Amalgamation to occur on or about May
18, 2021.
Full details of the
Amalgamation and certain other matters are set out in the
management information circular of UrbanGold dated April 9, 2021
(the "Information Circular"). A copy of the
Information Circular can be found under UrbanGold’s profile on
SEDAR at www.sedar.com or by contacting UrbanGold or Troilus at the
numbers shown below.
About
UrbanGold
UrbanGold is a
precious and base metals exploration company with its activities
focused in prospective areas of Quebec. It specializes in project
generation supported by substantial exploration expertise.
UrbanGold 's common shares trade on the TSX Venture Exchange under
the symbol "UGM".
About Troilus Gold Corp.
Troilus Gold Corp. is
a Canadian-based junior mining company focused on the systematic
advancement and de-risking of the former gold and copper Troilus
Mine towards production. From 1996 to 2010, the Troilus Mine
produced +2 million ounces of gold and nearly 70,000 tonnes of
copper. Troilus is located in the top-rated mining jurisdiction of
Quebec, Canada, where is holds a strategic land position of 1,420
km² in the Frôtet-Evans Greenstone Belt. Since acquiring the
project in 2017, ongoing exploration success has demonstrated the
tremendous scale potential of the gold system on the property with
significant mineral resource growth. The Company is advancing
engineering studies following the completion of a robust
Preliminary Economic Assessment (PEA) in 2020, which demonstrated
the potential for the Troilus project to become a top-ranked gold
and copper producing asset in Canada. Led by an experienced team
with a track-record of successful mine development, Troilus is
positioned to become a cornerstone project in North America.
For more information:
Justin ReidChief Executive Officer, Troilus
Gold Corp.+1 (647) 276-0050 x 1305justin.reid@troilusgold.com
Mathieu Stephens, P. Geo.President and Chief
Executive Officer, UrbanGold Minerals Inc.+1 (613)
721-2919mstephens@urbangoldminerals.com
Cautionary Note Regarding
Forward-Looking Statements and Information
This press release
contains forward-looking statements and forward-looking information
(collectively, "forward-looking statements") within the meaning of
applicable securities laws. Such forward-looking statements
include, without limitation, statements regarding the anticipated
benefits of the Amalgamation for the parties thereto and their
shareholders, timing of the completion of the Amalgamation,
expected regulatory approvals, future results of operations,
performance and achievements of the parties to the Amalgamation.
Although the parties each believes that such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements
are typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. Each
party cautions investors that any forward-looking statements
contained herein are not guarantees of future results or
performance, and that actual results may differ materially from
those in forward-looking statements as a result of various factors
and risks, including, risks with respect to UrbanGold’s being
integrated successfully in Troilus’ business or such integration
proving more difficult, time consuming or costly than expected,
risks of not realizing on the potential benefits of Amalgamation,
uncertainties relating to the COVID-19 pandemic, uncertainties of
the global economy, market fluctuations, any exercise of
termination by counterparties under the Agreement and other risks
identified it’s the disclosure documents filed by each party to the
Amalgamation at www.sedar.com. This press release is not and is not
to be construed in any way as, an offer or recommendation to buy or
sell securities in Canada or in the United States.
Although the parties
to the Amalgamation each believes the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance and actual events, results and/or developments may
differ materially from those in the forward-looking statements.
Readers should not place undue reliance on the ’forward-looking
statements contained herein. No party to the Amalgamation
undertakes to update any forward-looking statement that may be made
from time to time by the said party or on its behalf, except in
accordance with and as required by applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.
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