Treasury Metals Inc. (
TSX: TML; OTCQX:
TSRMF) (“
Treasury Metals” or the
“
Company”) announces that it has filed its notice
of annual and special meeting of shareholders, management
information circular (the “
Circular”) and related
materials (together, the “
Meeting Materials”) with
securities regulators. The Circular contains information regarding
the annual and special meeting (the “
Meeting”) of
the holders of common shares in the capital of the Company (the
“
Shareholders”), to be held on Wednesday June 26,
2024 at 1:00 p.m. (Eastern time) at the offices of Cassels Brock
& Blackwell LLP, located at Suite 3200, Bay Adelaide Centre –
North Tower, 40 Temperance Street, Toronto, Ontario, Canada.
On May 1, 2024, the Company entered into a
definitive agreement with Blackwolf Copper and Gold Ltd.
(“Blackwolf”) pursuant to which the Company will
acquire all of the common shares of Blackwolf (“Blackwolf
Shares”) pursuant to a statutory plan of arrangement (the
“Arrangement”) under the Business Corporations Act
(British Columbia). Each Blackwolf shareholder will be entitled to
receive 0.607 of a common share (the “Arrangement
Shares”) in the capital of the Company for each Blackwolf
Share held. The Arrangement will combine the two companies to
advance the Company’s Goliath Gold Complex Project in Ontario
towards production with a strengthened leadership, balance sheet
and capital markets team.
At the Meeting, Shareholders will be asked to
consider and vote on, among other things: (1) the issuance of the
Arrangement Shares, (2) the issuance of common shares pursuant to a
concurrent non-brokered flow-through financing, (3) the continuance
of the Company into British Columbia; (4) the election of
non-Arrangement and post-Arrangement boards of directors; and (5)
non-Arrangement and Arrangement omnibus equity incentive plans of
the Company, all as set forth in greater detail in the Circular
(collectively, the “Shareholder Resolutions”).
Board Recommendation
The board of directors of the Company (the
“Board”), based in part on the fairness opinion
that the special committee of directors of the Board (the
“Special Committee”) received from RwE Growth
Partners, Inc., and the unanimous recommendation of the Special
Committee, unanimously determined that the Arrangement is fair to
the Shareholders and is in the best interest of the Company, and
unanimously recommends that Shareholders vote FOR the
Shareholder Resolutions. The determination of the Special
Committee and the Board is based on various factors described more
fully in the Circular.
Shareholders who hold shares as of the record
date of May 21, 2024 will be eligible to vote. Voting instructions
are included in the Circular, and eligible Shareholders are
encouraged to vote well in advance of the proxy voting deadline on
June 24, 2024 at 1:00 p.m. (Eastern time). The Meeting Materials
can be found online at
https://treasurymetals.com/investors/annual-meeting-of-shareholders/
and under the Company’s issuer profile on SEDAR+ at
www.sedarplus.ca. Shareholders may also request a paper copy of
these documents as indicated in the Circular, which has been mailed
to Shareholders.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold-focused company
with assets in Canada. Treasury’s Goliath Gold Complex (which
includes the Goliath, Goldlund and Miller deposits) is located in
Northwestern Ontario. For information on the Goliath Gold Complex,
refer to the technical report, prepared in accordance with
NI 43-101, entitled “Goliath Gold Complex – NI 43-101
Technical Report and Prefeasibility Study” and dated March 27, 2023
with an effective date of February 22, 2023, led by independent
consultants Ausenco Engineering Canada Inc. The technical report is
available on SEDAR+ at www.sedarplus.ca, on the OTCQX at
www.otcmarkets.com and on the Company website at
www.treasurymetals.com.
Contact:
Jeremy WyethPresident & CEO |
Orin BaranowskyCFO |
|
|
Treasury Metals Inc.T: +1 416-214-4654; Toll-free:
+1-855-664-4654Email: ir@treasurymetals.com |
|
|
Cautionary Note Regarding
Forward-Looking Information This news release includes
certain “forward-looking information” and “forward-looking
statements” (collectively, “forward-looking statements”) within the
meaning of Canadian and United States securities legislation that
is based on expectations, estimates, projections and
interpretations as at the date of this news release. Any statement
that involves predictions, expectations, interpretations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often, but not always, using phrases such as
“expects”, or “does not expect”, “is expected”, “interpreted”,
“management’s view”, “anticipates” or “does not anticipate”,
“plans”, “budget”, “scheduled”, “forecasts”, “estimates”,
“potential”, “feasibility”, “believes” or “intends” or variations
of such words and phrases or stating that certain actions, events
or results “may” or “could”, “would”, “might” or “will” be taken to
occur or be achieved) are not statements of historical fact and may
be forward-looking information and are intended to identify
forward-looking information.
Since forward-looking information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, expected timing and
completion of the Arrangement; the strengths, characteristics and
expected benefits and synergies of the Arrangement; receipt of
court approval; approval of the Arrangement by Blackwolf
securityholders and Treasury Metals shareholders; obtaining TSX and
TSXV acceptance to complete the Arrangement; the expected delisting
of Blackwolf shares from the TSXV; the composition of the
post-Arrangement board and management team of the combined company;
completion of the proposed consolidation; expectations regarding
the potential benefits and synergies of the Arrangement and the
ability of the combined company to successfully achieve business
objectives, including integrating the companies or the effects of
unexpected costs, liabilities or delays; expectations relating to
future exploration, development and production activities;
expectations relating to costs; expectations regarding financial
strength, free cash flow generation, trading liquidity, and capital
markets profile; expectations regarding future exploration and
development, growth potential for Treasury Metals’ and Blackwolf’s
operations; availability of the exemption under Section 3(a)(10) of
the United States Securities Act of 1933 to the securities issuable
in the Arrangement; the companies’ assessments of, and expectations
for, future business activities and operating performance;
expectations regarding the completion of the concurrent financing
on substantially the same terms announced or at all; exploration
and production for precious metals; delays or changes in plans with
respect to exploration or development projects or capital
expenditures; the uncertainty of mineral resource, production and
cost estimates; health, safety and environmental risks; worldwide
demand for gold and base metals; gold price and other commodity
price and exchange rate fluctuations; environmental risks;
competition; incorrect assessment of the value of acquisitions;
ability to access sufficient capital from internal and external
sources; and changes in legislation, including but not limited to
tax laws, royalties and environmental regulations. Actual results,
performance or achievement could differ materially from those
expressed in, or implied by, the forward-looking information and,
accordingly, no assurance can be given that any of the events
anticipated by the forward-looking information will transpire or
occur, or if any of them do so, what benefits may be derived
therefrom and accordingly, readers are cautioned not to place undue
reliance on the forward-looking information.
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