High Grade Gold Discovery Provides Catalyst
for Exploration Spin Out
VANCOUVER, BC, Jan. 20, 2021 /CNW/ - KORE Mining Ltd. (TSXV:
KORE) (OTCQX: KOREF) ("KORE" or the "Company") is
pleased to announce that with respect to its special meeting of
shareholders held today (the "Meeting"), all of the
resolutions were duly passed, including the special resolution (the
"Arrangement Resolution") to approve the proposed plan of
arrangement (the "Arrangement") pursuant to which KORE will
spin-out its British Columbia
exploration assets to Karus Gold Corp. ("Karus Gold").
KORE CEO Scott Trebilcock
commented, "With the recent high-grade gold discovery at FG Gold of
14.35 meters of 6.44 g/t gold and drill results across 1.8
kilometers of strike from 14 pending holes, Karus is strongly
positioned to attract capital and generate significant value for
shareholders. We are excited to see Karus' assets exposed to the
valuation forces for a pure play explorer with high grade drill
results in an excellent jurisdiction."
Pursuant to the Arrangement, the owners of common shares of KORE
as of the close of business on the day before (anticipated to be
January 22, 2021) the effective date
of the Arrangement (anticipated to be January 25, 2021) will receive: (i) one-half of a
common share of Karus Gold and (ii)
one new common share of KORE, for each common share of KORE held on
the day before the effective date of the Arrangement.
There is no change to a shareholder's ownership of KORE as a
result of the completion of the Arrangement. The majority of
shareholders (those who hold their shares through their broker)
will receive their Karus shares with no further action. Please
contact the Company if you do not get your Karus shares by
mid-February. Further information on the Arrangement can be found
on the Company's website www.koremining.com.
Mr. Trebilcock continued, "Karus
Gold will now raise seed capital in a rights
offering. This is a rare opportunity for shareholders to
access seed round financing usually reserved for industry
insiders. Karus then plans to list its shares on the TSX
Venture Exchange later in the first half 2021, subject to
regulatory approvals."
The Arrangement Resolution required and received approval by
more than: (i) 662/3% of the votes cast by the KORE
shareholders present in person or represented by proxy; and (ii)
50% of the votes cast by the KORE shareholders other than those
required to be excluded pursuant to Multilateral Instrument
61-101.
Closing of the Arrangement remains subject to final court
approval as well as other customary closing conditions. Assuming
the timely completion of these conditions, the Company expects the
Transaction to close on January 25,
2021.
At the Meeting, KORE shareholders also approved: (i) the stock
option plan for Karus Gold; (ii) the
omnibus share compensation plan for Karus
Gold; and (iii) the advance notice policy for Karus Gold.
This year, in light of the ongoing COVID-19 pandemic, the
Meeting was held by way of virtual only format whereby shareholders
participated in the Meeting remotely. Voting for each of the
resolutions was by ballot.
KORE wishes to clarify its Management Information Circular dated
December 18, 2020 in connection with
the Meeting (the "Circular"). The Circular referred to a
"Distribution Record Date" to be on or about January 22, 2021. To clarify, the reference to
this date is not a "record date" but an anticipated date for
determining which KORE shareholders will be eligible to receive the
consideration disclosed in the paragraph above, pending approval
and completion of the Arrangement.
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 owns 26% of KORE's basic shares. 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 and is aggressively exploring across its portfolio of
assets.
Further information on the Arrangement and KORE can be
found on the Company's website at www.koremining.com/Karus or
by contacting us as karusgold@koremining.com or 888-455-7620.
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 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; 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