Canadian Dollars unless otherwise
noted
VANCOUVER, July 15, 2019 /CNW/ - Atlantic Gold
Corporation (TSX-V: AGB) ("Atlantic" or the "Company") is
pleased to announce the voting results from today's special meeting
(the "Meeting") of the shareholders ("Shareholders")
and optionholders ("Optionholders") of the Company.
At the Meeting, the Shareholders and Optionholders were asked to
consider and, if deemed advisable, pass a special resolution (the
"Arrangement Resolution") approving a plan of arrangement
under the Business Corporations Act (British Columbia) (the "Arrangement")
whereby St Barbara Limited ("St Barbara") will acquire all
of the issued and outstanding common shares of Atlantic for
C$2.90 in cash per common share of
Atlantic, plus 0.05 of a share of Artemis Gold Inc. (formerly
1193490 B.C. Ltd. ("Artemis"))
for each Atlantic common share. The Arrangement was
originally announced on May 14,
2019.
The Arrangement Resolution voting approval requirements and
actual results are set out in the table below:
|
Vote
Requirement
|
% in
Favour
|
|
66 2/3% of the votes
cast by Shareholders present in person or
represented by proxy at the Meeting
|
99.6%
|
|
66 2/3% of the votes
cast by Shareholders and Optionholders, voting
together as a single class, present in person or represented by
proxy
at the Meeting
|
99.6%
|
|
a simple majority
(50% + 1) of the votes cast by Shareholders present in
person or represented by proxy at the Meeting, excluding the votes
cast
by such Shareholders that were required to be excluded pursuant
to
Multilateral Instrument 61-101 - Protection of Minority Security
Holders
in Special Transactions
|
99.6%
|
Atlantic will seek a final order from the Supreme Court of
British Columbia with respect to
the Arrangement on July 17,
2019. The Arrangement is expected to close on July 19, 2019, subject to the satisfaction of
customary conditions.
Further updates will be provided in due course.
On behalf of the Board of Directors,
Steven Dean
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.
About Atlantic
Atlantic is a well-financed, growth-oriented gold development
group with a long-term strategy to build a mid-tier gold production
company focused on manageable, executable projects in
mining-friendly jurisdictions. Atlantic is focused on growing gold
production in Nova Scotia
beginning with its MRC phase one open-pit gold mine which declared
commercial production in March 2018,
and its phase two Life of Mine Expansion at industry lowest decile
cash and all-in-sustaining-costs (as stated in the Company's news
releases dated January 16, 2019 and
January 29, 2018). Atlantic is
committed to the highest standards of environmental and social
responsibility and continually invests in people and technology to
manage risks, maximize outcomes and returns to all
stakeholders.
Forward-Looking Statements:
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "expect",
"intend", "estimate", "anticipate", "believe", "continue", "plans"
or similar terminology. Forward-looking statements and information
are not historical facts, are made as of the date of this press
release, and include, but are not limited to, statements and
discussion regarding the consummation and timing of the
Transaction, the satisfaction of the conditions precedent to the
Transaction, the amount and nature of the consideration received by
Atlantic shareholders in connection with the Transaction, the value
of Artemis, St Barbara's funding of the cash consideration,
discussions of future plans, guidance, projections, objectives,
estimates and forecasts and statements as to management's
expectations with respect to, among other things, the matters and
activities contemplated in this news release. These forward-looking
statements involve numerous risks and uncertainties and actual
results may vary. Important factors that may cause actual results
to vary include, without limitation, the timing and receipt of
certain approvals, St Barbara's funding of the cash consideration
and the satisfaction of the conditions precedent to the
Transaction. The actual results or performance by the Company could
differ materially from those expressed in, or implied by, any
forward-looking statements relating to those matters. Accordingly,
no assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on the results of
operations or financial condition of the Company. Except as
required by law, the Company is under no obligation, and expressly
disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
SOURCE Atlantic Gold Corporation