VANCOUVER, BC, Dec. 23, 2020 /CNW/ - KORE Mining Ltd. (TSXV:
KORE) (OTCQX: KOREF) ("KORE" or the "Company") is
pleased to announce that it has obtained an interim order from the
Supreme Court of British Columbia
for its previously announced proposed plan of arrangement (the
"Arrangement"), pursuant to which the Company plans to
transfer all of its British
Columbia gold exploration assets ("Spin-out") into
Karus Gold Corp. ("Karus" or "Karus Gold").
The Company has also filed the management information circular
(the "Circular") and related materials for the special
meeting of the KORE shareholders (the "Meeting") to be held
on January 20, 2021 under its profile
on SEDAR and on the Company's website at
www.koremining.com/specialmeeting.
As previously announced in the Company's press release dated
December 16, 2020, shareholders of
the Company will consider and vote on the approval of the Spin-out.
To be effective, the Spin-out must be approved by a
special resolution passed by: (a) at least 66⅔% of the votes cast
by KORE shareholders present or represented by proxy at the Meeting
and (b) a majority of the votes cast by shareholders in person or
represented by proxy at the Meeting, after excluding the votes cast
by those shareholders whose votes are required to be excluded in
accordance with Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). Each shareholder is entitled to one vote for
each KORE common share held.
2176423 Ontario Ltd. (a corporation beneficially controlled by
Mr. Eric Sprott), which holds 25.75%
of the Company's currently issued and outstanding common shares is
an insider and control person, will be the only excluded vote
pursuant to MI 61-101. 2176423 Ontario Ltd. is the sole
warrant holder of KORE and pursuant to the Arrangement, will be
issued 1,750,000 Karus warrants at an exercise price of
$0.75 per Karus Share, exercisable for the same period of
time as the KORE warrants.
In light of the ongoing COVID-19 pandemic, the Meeting will be
held by way of virtual only format whereby shareholders may
participate in the Meeting remotely. The Meeting is scheduled to
begin at 10:00 a.m. (Vancouver time) January
20, 2021. Shareholders of record as of the close of
business on December 17, 2020 are
entitled to receive notice of and to vote at the Meeting.
The Company welcomes all registered shareholders and duly
appointed proxyholders who wish to participate to the online
Meeting to do so by joining the live webcast available at
https://web.lumiagm.com/204510194. As usual, only duly
appointed proxyholders will be allowed to vote and intervene during
the live Meeting. Unregistered shareholders and guests will be able
to watch the online Meeting via the live webcast available at the
same link.
Instructions to vote and participate in the online Meeting,
including submitting questions to management and to the Chairman of
the Board of Directors of the Company, will be available on the
Company's website and on the online Meeting platform. KORE
encourages shareholders to vote and submit their proxies prior to
the Meeting.
The Board of Directors has determined that the Spin-out is in
the best interest of the Company and unanimously recommends that
KORE shareholders vote in favour of the Spin-out.
The Circular and other meeting materials are available on the
Company's website at www.koremining.com/specialmeeting and
under KORE's profile at www.sedar.com.
Additional information about Karus
Gold is available at www.koremining.com/Karus or by
contacting us as karusgold@koremining.com.
About KORE Mining
KORE is 100% owner of a portfolio of
advanced gold exploration and development assets in California and British Columbia. KORE is
supported by strategic investor Eric
Sprott who after three successive financings in 2019 and
2020 owns 26%. KORE management and Board are aligned with
shareholders, owning an additional 38% of the basic shares
outstanding. KORE is actively developing its Imperial and
Long Valley Gold projects while
aggressively exploring across its portfolio of assets.
On behalf of KORE Mining Ltd
"Scott
Trebilcock"
Chief Executive Officer
Karus Gold Spin Out Investor Support
David Jan
1-888-455-7620
karusgold@koremining.com
KORE Investor Relations
Arlen
Hansen, KIN Communications
1-888-684-6730
kore@kincommunications.com
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 Statement Regarding Forward-Looking Information
This news release contains forward-looking statements relating to
the future operations of the Company and Karus Gold and other statements that are not
historical facts. Forward-looking statements are often identified
by terms such as "will", "may", "plan", "should", "anticipate",
"expects", "intends", "indicates" and similar expressions. All
statements other than statements of historical fact, included in
this release, including, without limitation, statements regarding
the future plans and objectives of the Company and Karus Gold are forward-looking statements.
Forward-looking statements in this news release include, but are
not limited to, the expected timeline and date of completion of the
Arrangement, the ability of KORE to receive and obtain shareholder
approval and court approval, the ability of the parties to satisfy,
in a timely manner, the other conditions to closing of the
Arrangement, the future listing of Karus
Gold and the expected timeline and completion of the
anticipated Karus rights offering. There can be no assurance that
the Arrangement will be completed or that it will be completed on
the terms and conditions contemplated in this news release. The
Arrangement could be modified or terminated in accordance with its
terms. Such forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our
current judgment regarding the direction of our business.
Management believes that these assumptions are reasonable.
Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking information.
Such factors include, among others: the Arrangement will be
completed on the terms currently contemplated, the Arrangement will
be completed in accordance with the timing currently expected
without any undue delay, all conditions to the completion of the
Arrangement will be satisfied or waived in due course and the
Arrangement Agreement will not be terminated prior to the
completion of the Arrangement, assumptions and expectations related
to the trading price of KORE and the future listing of Karus Gold, and other expectations and
assumptions concerning the Arrangement.
In addition to the above summary, additional risks and
uncertainties inherent to the Company and its operations are
described in the "Risk Factors" section of the Company's management
discussion and analysis for the year ended December 31, 2019, prepared as of April 27, 2020, available under the Company's
issuer profile on www.sedar.com. Other risks and uncertainties
include, among other things: the Arrangement may not be completed
on the terms, or in accordance with the timing currently
contemplated, or at all; the Company and Karus Gold has incurred expenses in connection
with the Arrangement and will be required to pay for those expenses
regardless of whether or not the Arrangement is completed; the
Company and Karus Gold may not be
successful in satisfying the conditions to the Arrangement,
including failing to obtain KORE shareholder approval; the
possibility of adverse reactions or changes in business
relationships resulting from the announcement or completion of the
Arrangement; the failure to realize the expected benefits of the
Arrangement; and other risks inherent to KORE's current business
and/or factors beyond its control which could have a material
adverse effect on KORE or the ability to consummate the
Arrangement.
Forward-looking statements contained herein are made as of the
date of this news release and the Company disclaims any obligation
to update any forward-looking statements, whether as a result of
new information, future events or results, except as may be
required by applicable securities laws. There can be no assurance
that forward-looking information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information.
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SOURCE Kore Mining