Golden Predator Mining Corp. (TSX.V: GPY;
OTCQX: NTGSF) ("
Golden Predator") and
Viva Gold Corp. (TSX.V: VAU; OTCQB: VAUCF)
("
Viva Gold") are pleased to announce that they
have entered into a definitive arrangement agreement (the
"
Agreement") whereby Golden Predator will acquire
all of the outstanding securities of Viva Gold by way of a plan of
arrangement (the "
Arrangement") under the Business
Corporations Act (British Columbia) (the
“
Transaction”).
The proposed Arrangement brings together proven
mine building expertise, jurisdictional diversification and two
advanced stage gold development projects as the two company’s merge
their Nevada and Yukon assets and management to position the
company as an emerging junior gold producer.
Details of ArrangementPursuant
to the Arrangement, the shareholders of Viva will receive 1.60
Class A common shares of Golden Predator (a “Golden
Predator Share”) for each common share of Viva Gold (a
"Viva Gold Share") held by them at the effective
time of the Arrangement (the “Exchange Ratio”).
Upon the closing of the Transaction, former shareholders of Viva
Gold will hold approximately 27% of the outstanding shares of
Golden Predator. The Exchange Ratio represents a premium of
approximately 35% to the Viva Gold shareholders over the 20-day
volume weighted average price, and 35% to the 30-day volume
weighted average price of the Viva Gold Shares as at March 1,
2021.
On closing of the Arrangement, subject to TSX
Venture Exchange (“TSXV”) approval and applicable
securities laws, the directors of Golden Predator will consist of:
William Sheriff (Executive Chair); James Hesketh (Chief Executive
Officer); two nominees selected by Viva Gold; and three nominees
selected by Golden Predator. The management of Golden Predator will
consist of James Hesketh, President and Chief Executive Officer and
Mike Maslowski, Chief Operating Officer.
Janet Lee-Sheriff, current Golden Predator Chief
Executive Officer will participate in a seamless transition. Ms.
Lee-Sheriff remains committed to working with the Company to uphold
corporate values and objectives surrounding progressive indigenous
relations and innovative community engagement, in particular with
the Tr’ondëk Hwëch’in, First Nation of Na-cho Nyak Dun and Kaska
Nation.
In connection with the Arrangement, Golden
Predator is proposing to distribute 8,620,000 common shares of C2C
Gold Corp. (CSE:CTOC) to shareholders of record of Golden Predator
immediately prior to closing of the Arrangement by way of return of
capital transaction (the “Return of Capital”).
“The Golden Predator Board of Directors looks
forward to working with James Hesketh and the Viva team. Mr.
Hesketh is deeply familiar with Brewery Creek and its potential for
economic production. We strongly believe our shareholders and the
communities we operate in will benefit from jurisdictional
diversification and the addition of proven mine building expertise
at this pivotal time,” said William M. Sheriff. Executive Chairman
of Golden Predator.
“This Transaction brings together all of the key
ingredients required to build a premier junior gold producer. Two
advanced stage gold development projects ready for permitting and
development, exploration upside, excellent mining jurisdictions,
strong management skillsets, a solid balance sheet, and strong
market liquidity,” states James Hesketh, President and CEO of Viva
Gold.
Viva Gold and Golden Predator will be hosting a joint online
investor video conference on Thursday, March 4, 2021 at 12 PM (ET)
to provide more details about the business arrangement. To register
and attend the webinar please visit:
https://attendee.gotowebinar.com/register/9138677069424175887
Key benefits of this transaction for
Golden Predator and Viva shareholders:
-
Increased size and risk mitigation through consolidated ownership
of the advanced stage Tonopah Gold Project in Nevada and the
formerly operating Brewery Creek Gold Mine in the Yukon;
-
A focus on low-cost, open-pit, heap-leach technology;
-
Combined 1.8 million ounces of measured and indicated heap
leachable gold resources, with an additional 0.8 million ounces of
inferred gold resource and strong exploration upside on both lead
projects;
-
A pipeline of advanced exploration projects, including the
high-grade Marg polymetallic Copper-Gold deposit and a number of
gold exploration properties with demonstrated gold mineralization
and excellent potential;
-
Significantly strengthened management and leadership team with
balanced and complimentary skillsets;
-
Proven mine building capacity and in-house technical expertise to
advance projects;
-
Diversification of operating jurisdictions;
-
Enhanced balance sheet and liquidity with over $6.3 million in net
cash and marketable securities;
-
Cost reduction synergies gained through consolidation and reduced
overhead;
-
A committed focus on environmental stewardship and a progressive
approach towards First Nation relations and community engagement;
and a strong combined shareholder base of institutional and retail
shareholders with limited ownership overlap.
The closing of the Transaction is subject to
customary conditions, including the approval of Viva Gold
shareholders, court approvals of the Arrangement and the Return of
Capital, and the acceptance of the TSXV. Evans & Evans, Inc. of
Vancouver, British Columbia, has provided the fairness opinion to
the Viva Gold Board of Directors concluding that the Transaction is
fair, from a financial point of view, to its shareholders as at
March 1, 2021.
The special committee and the board of directors
of Viva Gold recommend that, in the absence of a superior proposal,
Viva Gold shareholders vote in favor of the Arrangement. Dentons
Canada LLP is acting as legal advisor to Viva Gold.
The board of directors of Golden Predator
received a fairness opinion from RWE Growth Partners of Vancouver,
confirming that the transaction is fair, from a financial point of
view, to the shareholders of Golden Predator. Morton Law LLP is
acting as legal advisor to Golden Predator.
The directors and senior officers, and certain
other shareholders of Viva Gold, representing approximately 20% of
the issued share capital of Viva Gold, have committed to vote their
Viva Gold Shares in favor of the Arrangement. The parties currently
expect the Transaction to be completed on or about May 3, 2021.
Upon completion of the Transaction, Viva Gold will apply to delist
the Viva Gold Shares from the TSXV.
The Arrangement will require the approval of at
least 2/3rds of votes cast by the Viva Gold shareholders. Full
details of the Arrangement will be provided in a Viva Gold
management information circular, which is expected to be mailed to
Viva Gold’s shareholders by March 29, 2021. It is anticipated that
the Viva shareholders meeting and the closing of the Transaction
will take place by April 29, 2021.
The Exchange Ratio was determined on the basis
that Golden Predator will complete the Return of Capital
distribution to the Golden Predator shareholders of record
immediately prior to the closing of the Arrangement. The Return of
Capital will result in a reduction in the stated capital of the
Golden Predator Shares held by such shareholders, equal to the
value of the C2C Shares being distributed. The market price per C2C
Share on the CSE as at the close of markets on February 26, 2021
was $0.17. Based on the current issued and outstanding shares of
Golden Predator, each participating shareholder of Golden Predator
would be entitled to receive approximately 0.05 C2C Shares for each
Golden Predator Share held of record. No fractional interests in
the C2C Shares will be distributed in connection with the Return of
Capital, and any such interests will be rounded down to the nearest
whole distribution Share. The Distribution Shares have not, and
will not, be registered under the US Securities Act of 1933, as
amended.
The Agreement also contains certain customary
non-solicitation and right to match provisions, with a break fee of
$300,000.
ABOUT GOLDEN PREDATOR MINING
CORP.Golden Predator is advancing the past-producing
Brewery Creek Mine towards a timely resumption of mining activities
in Canada’s Yukon. The project has established resources grading
over 1.0 g/t Gold and both a technical report and Bankable
Feasibility Study underway to define the economics of a restart of
heap leach operations at the Brewery Creek Mine. The 180 km2
brownfield property is located 55 km by road from Dawson City,
Yukon and operates under a Socio-Economic Accord with the Tr’ondëk
Hwëch’in First Nation. The Company also holds the Marg Project,
with a 43-101 compliant resource, the Gold Dome Project and Grew
Creek Project. For additional information on Golden Predator and
the Brewery Creek Mine, please visit our website:
www.goldenpredator.com.
ABOUT VIVA GOLD CORP.Viva Gold
is a gold exploration and project development company with a focus
on Nevada. Viva Gold holds 100% of the advanced Tonopah Gold
Project, a large land position of approximately 8,800 acres with
demonstrated high-grade measured, indicated and inferred gold
resources, located on the prolific Walker Lane gold trend in
Nevada, about 30 kilometers south-east of the Round Mountain mine
of Kinross Gold and 20 kilometers north from the Town of Tonopah.
Viva’s management team has extensive experience in mining
exploration, development and production and is supported by a Board
of Directors and advisors who are proven mine finders, deal makers
and financiers. Viva Gold trades on the TSX-V as “VAU”, on the
OTCQB in the US as “VAUCF” and on the Frankfurt exchange under
“7PB”. For additional information on Viva Gold and the Tonopah Gold
Project, please visit our website: www.vivagoldcorp.com.
CONTACT INFORMATION |
|
Golden Predator Mining Corp.William Sheriff, Executive
Chair(604)260-0289 |
Viva Gold Corp.James Hesketh, President &
CEO(720)291-1775 |
TSX VENTURE EXCHANGE
DISCLAIMERNeither 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
STATEMENTSCertain information contained herein constitutes
forward-looking information or statements ("forward looking
statements") under applicable securities legislation and rules.
Such statements include, but are not limited to, statements with
respect to the anticipated completion of the Arrangement.
Forward-looking statements are based on the opinions and estimates
of management as of the date such statements are made and are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of Viva Gold and/or Golden Predator to be
materially different from those expressed or implied by such
forward-looking statements, including, but not limited to: (i) any
inability of the parties to satisfy the conditions to the
completion of the Arrangement on acceptable terms or at all; (ii)
and receipt of necessary stock exchange, court and shareholder
approvals; (iii) satisfactory results of due diligence
investigations. Although management of each of Viva Gold and Golden
Predator 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.
Accordingly, readers should not place undue reliance on
forward-looking statements. Viva Gold will not update any
forward-looking statements or forward-looking information that are
incorporated by reference herein, except as required by applicable
securities laws. Golden Predator cautions readers not to place
undue reliance on these forward-looking statements and it does not
undertake any obligation to revise and disseminate forward-looking
statements to reflect events or circumstances after the date
hereof, or to reflect the occurrence of or non-occurrence of any
events.
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