SnipGold Shareholders Overwhelmingly Approve Arrangement
June 15 2016 - 7:55PM
Seabridge Gold Inc. (TSX:SEA) (NYSE:SA)
("
Seabridge") and
SnipGold Corp.
(TSX-V:SGG) ("
SnipGold") are pleased to announce
that SnipGold held its annual general and special meeting of
shareholders earlier today, and that the previously announced
statutory arrangement (the "
Arrangement")
involving Seabridge and SnipGold was overwhelmingly approved by
SnipGold’s shareholders.
Approximately 76% of SnipGold’s shares were
represented at the meeting in person or by proxy. 98.41% of the
shares represented at the meeting were voted in favour of the
Arrangement and 98.30% of the shares represented by “minority”
shareholders (shareholders other than SnipGold’s CEO and his
related parties and joint actors, as required by applicable
securities laws) were voted in favour of the Arrangement.
Shareholders also approved all other matters presented at the
meeting, including the proposed option extension. Pursuant to the
Arrangement, SnipGold shareholders will receive 1/63rd of a common
share of Seabridge for each common share of SnipGold
held.
SnipGold will apply for a final order approving
the Arrangement in the Supreme Court of British Columbia on June
17, 2016. If all conditions specified in the Arrangement Agreement
are satisfied or waived, it is anticipated that the Arrangement
will become effective on or about June 21, 2016.
About SnipGold Corp.
SnipGold Corp. (formerly Skyline Gold
Corporation) is a Canadian exploration company focused on
exploration in the Golden Triangle Area of northwestern B.C.
SnipGold's primary asset is a contiguous block of ground in excess
of 286 sq km in size which has been consolidated through a series
of transactions that began in 2005. The consolidated land package
has undergone intermittent exploration with the majority of the
work carried out in the late 1980s and early 1990s. This early work
was undertaken by over 30 independent operators and their efforts
have highlighted numerous targets which have seen little to no
follow up work in the past 20 years.
About Seabridge Gold Inc.
Seabridge's principal assets are the 100% owned
KSM property located near Stewart, British Columbia, and the 100%
owned Courageous Lake gold project located in the Northwest
Territories. For a breakdown of Seabridge's mineral resources by
project and resource category please visit the company's website at
www.seabridgegold.net.
On Behalf of the Board of
DirectorsSnipGold Corp. “Patrick Soares” Patrick
Soares,Chairman of the Board |
On behalf of the Board of
Directors Seabridge Gold Inc. “Rudi Fronk” Rudi
Fronk,Chairman and Chief Executive Officer |
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 Information Disclaimer
This release contains certain “forward-looking
information” under applicable Canadian securities laws and
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 concerning
the events and transactions contemplated by the Arrangement
Agreement. Forward-looking information and forward looking
statements (herein “forward-looking information”) reflect
SnipGold’s and Seabridge’s current internal expectations or beliefs
and is based on information currently available to the two
companies and includes statements with respect to the effective
date of the Arrangement. In some cases forward-looking
information can be identified by terminology such as “may”, “will”,
“should”, “expect”, “intend”, “plan”, “anticipate”, “believe”,
“estimate”, ”projects”, “potential”, “scheduled”, “forecast”,
“budget” or the negative of those terms or other comparable
terminology. Assumptions upon which such forward-looking
information is based include, among others, that the conditions to
closing of the Arrangement will be satisfied, that the transactions
contemplated by the Arrangement Agreement will be completed on the
terms set out the Arrangement Agreement, that all required
regulatory, court and governmental approvals will be obtained on a
timely basis, and that the business prospects and opportunities of
each of the companies will proceed as anticipated. Many of
these assumptions are based on factors and events that are not
within the control of SnipGold or Seabridge, and there is no
assurance they will prove to be correct or accurate. Risk factors
that could cause actual results to differ materially from those
predicted herein include, without limitation: that the Arrangement
will not be completed at all or on the terms less favourable to one
party or the other, that required regulatory or court approvals
will not be obtained and that the business prospects and
opportunities of each of the companies will not proceed as
anticipated. In addition, there are risks and hazards
associated with the business of mineral exploration, development
and mining, including environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins and flooding
(and the risk of inadequate insurance or inability to obtain
insurance to cover these risks), as well as the risks disclosed by
Seabridge and SnipGold in their respective filings on SEDAR at
www.sedar.com. Forward-looking information is not a guarantee
of future performance and actual results and future events could
differ materially from those discussed in any such forward-looking
information. All of the forward-looking information contained
in this news release is qualified by these cautionary
statements. Readers cannot be assured that actual results
will be consistent with such statements. The Arrangement may
not be completed on the terms described above, or at all.
Accordingly, readers are cautioned against placing undue reliance
on any of the forward-looking information contained herein.
SnipGold and Seabridge expressly disclaim any intention or
obligation to update or revise any forward-looking information in
this news release, whether as a result of new information, events
or otherwise, except as required by applicable securities laws.
For further information please contact:
Rudi P. Fronk, Chairman and CEO
Seabridge Gold Inc.
Tel: (416) 367-9292 • Fax: (416) 367-2711
Email: info@seabridgegold.net
John Zbeetnoff, President and CEO
SnipGold Corp.
Tel: (604) 681-3989 • Fax: (604) 681-3557
Email: info@snipgoldcorp.com
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