VANCOUVER, July 24, 2019 /CNW/ - PRIZE MINING
CORPORATION ("Prize" or the "Company") (TSXV:PRZ)
(OTCQB:PRZFF) (MQSP:GR:FRANKFURT) announces that at its Annual
General and Special Meeting scheduled to be held on August 22, 2019 (the "Meeting"), shareholders
will be asked to consider a special resolution to approve the
continuation of the Company into the jurisdiction of British Columbia and to adopt a new set of
Articles upon its continuation (the "Continuation"). The
Continuation must be approved by special resolution at the Meeting,
which requires a majority of not less than two-thirds of the votes
cast by the shareholders present at the Meeting in person or by
proxy.
In addition, at the Meeting, the shareholders will be asked to
consider a special resolution to approve a consolidation of the
Company's Common Shares (the "Common Shares") on the basis of one
post-consolidated share for every five pre-consolidated shares, or
such lesser ratio as the board of directors of the Company may deem
adequate (the "Consolidation"). If the Consolidation is
approved by a majority of not less than two-thirds of the votes
cast by the shareholders present at the Meeting in person or by
proxy, the directors will have the sole discretion to select the
final consolidation ratio and to implement such consolidation,
provided that the consolidation ratio (the "Consolidation Ratio")
is no more than one post-consolidated share for every five
pre-consolidated shares, subject to the approval of the TSX Venture
Exchange.
Furthermore, at the Meeting, the shareholders will be asked to
consider a special resolution to approve an amendment to the
Articles of Incorporation of the Company to change the name of the
Company to "Boundary Gold and Copper Mining Ltd." or such other
name as the board of directors of the Company may approve (the
"Name Change"). If the Name Change is approved by a majority
of not less than two-thirds of the votes cast by the shareholders
present at the Meeting in person or by proxy, the directors will
have sole discretion to proceed with or revoke the Name Change
before it is acted on, without any further approval of the
shareholders of the Company. The Name Change, if approved and
acted on, will be effected in conjunction with the Consolidation,
if approved, and is also subject to the Company obtaining all
required regulatory approvals, including the approval of the TSX
Venture Exchange.
The Company currently has 157,735,565 Common Shares issued and
outstanding. If the Consolidation is conducted on a five for
one basis, the Company would have approximately 31,547,113 Common
Shares outstanding following the Consolidation. The exact
number of post-consolidation Common Shares will vary depending on
the treatment of fractional shares which will occur when each
shareholder's holdings in the Company are consolidated.
Outstanding stock options and warrants would similarly be adjusted
by the Consolidation Ratio. The board of directors of the
Company believes that further equity financing is required in order
for the Company to fund future working capital requirements and for
future business purposes. The board of directors of the
Company is of the opinion that the Company's existing issued and
outstanding share capital is not conducive to completing such
additional equity financing, complying with the TSX Venture
Exchange minimum price per share requirement and that the
Consolidation is required in order to attract new equity investment
in the Company.
Details of the Continuation, Consolidation and Name Change are
contained in the Company's management information circular dated
July 16, 2019, which will be mailed
to the shareholders on or before July 24,
2019, and filed on SEDAR (www.sedar.com).
About Prize Mining Corp.
Prize is a junior mining issuer listed on the TSX Venture
Exchange. Prize is focused on the exploration and development
of the Manto Negro Copper/Silver Property in Coahuila State,
Mexico and the Kena Gold Property
in southeastern British Columbia. Find out more at:
www.prizemining.com
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Reader Advisory
Forward-Looking Statements. This news release contains
forward-looking statements. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate",
"scheduled", "potential", or other similar words, or statements
that certain events or conditions "may", "should" or "could"
occur.
The reader is cautioned that assumptions used in the preparation
of such information, although considered reasonable by the Company
at the time of preparation, may prove to be incorrect and readers
are cautioned not to place undue reliance on forward-looking
information, which speaks only as of the date hereof. The
Company does not undertake any obligation to release publicly any
revisions to forward-looking information contained herein to
reflect events or circumstances that occur after the date hereof or
to reflect the occurrence of unanticipated events, except as may be
required under applicable securities laws.
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.
SOURCE Prize Mining Corporation