/NOT FOR DISTRIBUTION TO U.S.
NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TSXV–F
VANCOUVER, July 24, 2017 /CNW/ - FIORE EXPLORATION LTD.
(TSXV: F.V) ("Fiore") and GRP Minerals Corp. ("GRP")
are pleased to announce, further to their news release dated
June 15, 2017, the signing of a
definitive arrangement agreement (the "Agreement") whereby
Fiore and GRP will combine their respective businesses to create a
new Nevada-based gold production
and development company (the "Transaction") to be renamed
Fiore Gold Ltd. Concurrently, Fiore has also advanced an aggregate
of $6 million to GRP by way of a one
year secured loan at 5% interest (the "Bridge Loan"), which
will allow development and ramp-up activities at the Pan Mine in
Nevada to continue
uninterrupted.
In conjunction with the signing of the Agreement, Fiore also
announces that it has successfully completed the book build for its
previously announced $17 million
private placement of subscription receipts at a price of
$0.305 per subscription receipt (the
"Concurrent Financing"). A syndicate of agents, co-led by
GMP Securities L.P. and Eventus Capital Corp., and including
Haywood Securities Inc, is acting on behalf of Fiore with respect
to the Concurrent Financing. Details of the Concurrent
Financing are contained in the press releases dated June 15, 2017 and July 12,
2017. The net proceeds from the Concurrent Financing will be
used for expansion of the Pan Mine leach pads, drilling at both Pan
and Gold Rock, general corporate expenses, working capital and
production expansion. Proceeds from the financing will be placed in
escrow pending completion of the Transaction and satisfaction of
the escrow release conditions. The Concurrent Financing is expected
to close on or about August 3,
2017.
Tim Warman, Chief Executive
Officer of Fiore, commented: "We are pleased with the positive
response that the Transaction has received to date and look forward
to completing this transaction in September and to creating a new
US-focused gold production company to the benefit of both Fiore and
GRP shareholders."
Terms of the Transaction
Under the terms of the Agreement, GRP will acquire Fiore on the
basis of 0.265 shares of GRP for each share of Fiore held, by way
of a plan of arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement"). In addition, outstanding options and
warrants will be adjusted in accordance with their terms to reflect
the consideration described above.
The Arrangement will be carried out by way of a court-approved
plan of arrangement and will require the approval of: (i) at least
two-thirds of the votes cast by the shareholders of GRP; and (ii)
at least two-thirds of the votes cast by the shareholders and
securityholders of Fiore, each at a special meeting of their
respective shareholders and securityholders to be held on
September 15, 2017.
In addition, Fiore has advanced to GRP a Bridge Loan of an
aggregate of $6 million. The
Bridge Loan bears interest at a rate of 5% per annum, matures on
July 24, 2018, and is secured by a
pledge of GRP's interest in its operating subsidiary GRP Pan,
LLC.
The Agreement includes customary provisions, including
fiduciary-out provisions, non-solicitation covenants, and the right
to match any superior proposal. A termination fee of
$1.2 million is payable by either
party in the case of certain terminating events, and an expense
reimbursement fee may also be payable in certain circumstances.
GRP's Board of Directors, in consultation with its financial and
legal advisors, have unanimously approved the Arrangement and the
Bridge Loan, and recommends that GRP shareholders vote in favour of
the Arrangement. Certain significant shareholders of GRP have
entered into voting and support agreements agreeing to vote in
favour of the Arrangement at a special meeting of GRP shareholders
to be held to consider the Arrangement.
Fiore's Board of Directors, in consultation with its financial
and legal advisors, have unanimously approved the Arrangement and
the Bridge Loan, and recommends that Fiore shareholders and
securityholders vote in favour of the Arrangement. Certain
significant shareholders of Fiore have entered into voting and
support agreements agreeing to vote in favour of the Arrangement at
a special meeting of Fiore shareholders to be held to consider the
Arrangement.
Full details of the Arrangement will be included in a management
information circular to be prepared for each company, respectively,
and mailed to shareholders in accordance with applicable securities
laws.
Haywood Securities Inc. ("Haywood") is acting as
financial advisor to GRP. Haywood has provided an opinion to the
board of directors of GRP that, based upon and subject to certain
assumptions, limitations and qualification in the opinion, the
consideration being offered by GRP in respect of the Arrangement is
fair, from a financial point of view, to GRP and the GRP
shareholders. Additionally, Evans & Evans Inc. has provided an
opinion to the board of directors of GRP that, based upon and
subject to certain assumptions, limitations and qualification in
the opinion, the consideration being offered by GRP in respect of
the Arrangement is fair, from a financial point of view, to GRP and
the GRP shareholders. Miller Thomson LLP is acting as Canadian
legal counsel and Dorsey & Whitney LLP is acting as US legal
counsel to GRP.
Fiore Management & Advisory Corp. is acting as financial
advisor to Fiore. Farris, Vaughan, Willis & Murphy LLP is
acting as Canadian legal counsel to Fiore.
The proposed Transaction is expected to be completed in
September 2017 or such other date as
the parties may agree.
The Arrangement remains subject to applicable shareholder and
securityholder approvals, court and stock exchange approvals,
closing of the Concurrent Financing and the satisfaction of other
closing conditions customary for transactions of this nature.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
On behalf of FIORE EXPLORATION LTD.
"Tim Warman"
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.
Cautionary Note Regarding Forward Looking Statements
This news release contains "forward-looking statements" and
"forward looking information" (as defined under applicable
securities laws), based on management's best estimates, assumptions
and current expectations. Such statements include but are not
limited to, statements with respect to the changes to management of
the Company, the pro forma equity ownership of the new Company,
timing for entering into of the Definitive Agreement and for
closing of the transaction including the concurrent financing, the
plans for future exploration and development of the Pan Mine, the
Gold Rock Project and the Golden Eagle Project. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "expected",
"budgeted", "forecasts" and "anticipates". These statements
should not be read as guarantees of future performance or
results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
expressed or implied by such statements, including but not limited
to: risks related to the receipt of all necessary approvals for the
transaction and the financing, risks related to the Pan Mine, the
Gold Rock Project and the Golden Eagle Project, risks related to
the successful integration of the businesses of the two companies;
risks related to international operations; risks related to general
economic conditions, actual results of current exploration
activities, unanticipated reclamation expenses; changes in project
parameters as plans continue to be refined; fluctuations in prices
of metals including gold; fluctuations in foreign currency exchange
rates, increases in market prices of mining consumables, possible
variations in ore reserves, grade or recovery rates; failure of
plant, equipment or processes to operate as anticipated; accidents,
labour disputes, title disputes, claims and limitations on
insurance coverage and other risks of the mining industry; delays
in the completion of exploration, development or construction
activities, changes in national and local government regulation of
mining operations, tax rules and regulations, and political and
economic developments in countries in which GRP and Fiore operate.
Although Fiore has attempted to identify important factors that
could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. The
forward-looking statements and forward looking information are made
as of the date hereof and are qualified in their entirety by this
cautionary statement. Fiore disclaims any obligation to
revise or update any such factors or to publicly announce the
result of any revisions to any of the forward-looking statements or
forward looking information contained herein to reflect future
results, events or developments, except as require by law.
Accordingly, readers should not place undue reliance on
forward-looking statements and information. Please refer to Fiore's
most recent filings under its profile at www.sedar.com for further
information respecting the risks affecting Fiore and its
business.
SOURCE Fiore Exploration Ltd.