Arizona Gold and Golden Predator Shareholders Approve Business Combination

Rhea-AI Summary

Arizona Gold Corp. and Golden Predator Mining Corp. have secured overwhelming shareholder approval for Arizona's acquisition of Golden Predator through a plan of arrangement, scheduled for completion on September 2, 2021. The agreement mandates an exchange of 1.65 Arizona shares for each Golden Predator share. After the merger, Arizona shareholders will hold 55% of the combined entity, while Golden Predator shareholders will hold 45%. Arizona plans to rebrand as Sabre Gold Mines Corp., trading under the new symbol 'SGLD' on the TSX.

Positive

• 99.5% of Arizona shareholders approved the issuance of shares for the acquisition.
• 99.29% of Golden Predator shareholders approved the transaction.
• The acquisition allows Arizona to expand its gold production capabilities.

Negative

• Golden Predator shares will be delisted from the TSX Venture Exchange.

VANCOUVER, British Columbia, Aug. 25, 2021 (GLOBE NEWSWIRE) -- Arizona Gold Corp. (“Arizona”) (TSX: AZG, OTCQB: AGAUF) and Golden Predator Mining Corp. (“Golden Predator”) (TSX.V: GPY, OTCQX: NTGSF) are pleased to announce that shareholders of both Arizona and Golden Predator have overwhelmingly approved all matters voted on at Arizona’s special meeting as well as at Golden Predator’s special meeting held earlier today, including the proposed acquisition by Arizona of all of the outstanding common shares of Golden Predator by way of a proposed plan of arrangement (the “Arrangement”), pursuant to the terms and subject to the conditions of the arrangement agreement between Arizona and Golden Predator dated June 28, 2021.

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the British Columbia Supreme Court, which application will be heard on August 30, 2021, closing of the Arrangement is expected to occur on September 2, 2021.

Under the terms of the Arrangement, all of the issued and outstanding common shares of Golden Predator will be exchanged for common shares of Arizona on the basis of 1.65 common shares of Arizona per common share of Golden Predator (the “Exchange Ratio”). Following completion of the Arrangement, current Arizona shareholders and former Golden Predator shareholders will own approximately 55% and 45% of the combined company common shares, respectively.

Name Change to Sabre Gold Mines Corp.
Arizona also intends to proceed with a name change to Sabre Gold Mines Corp. (“Sabre Gold”) in connection with the closing of the Arrangement. The common shares of the new Sabre Gold are expected to trade under the ticker symbol ‘SGLD’ on the Toronto Stock Exchange. The company expects to begin trading under its new name on the OTCQB and under a new ticker symbol by the middle of September 2021, until which time the company will continue to trade under the current OTCQB symbol (AGAUF). A new website for the combined company will also be launched in early September.

Golden Predator shares are expected to be delisted from the TSX Venture Exchange and an application will be made for Golden Predator to cease to be a reporting issuer on the date of closing of the Arrangement.

Arizona Meeting & Voting Results
The issuance by Arizona of common shares of Arizona (“Arizona Shares”) to the shareholders of Golden Predator in exchange for all of the issued and outstanding Golden Predator shares pursuant to the Arrangement was approved by 99.5% of the votes cast by Arizona shareholders present or represented by proxy at Arizona’s special meeting.

All matters presented for approval at the Arizona special meeting were duly authorized and approved as follows:

Total Shares Represented at the meeting:        161,052,465 (46.54%)

Share Issuance Resolution:
Shares Represented by Proxy – Voted For                 156,132,570 (99.5%)
Shares Represented by Proxy – Voted Against                759,817 (   0.5%)
Share Represented by proxy – Not Voted                  4,160,078

Name Change Resolution:
Shares Represented by Proxy – Voted For                158,113,145 (98.2%)
Shares Represented by Proxy – Voted Against            2,939,320 (   1.8%)

Golden Predator Meeting & Voting Results
The Arrangement with Arizona was approved by 99.29% of the votes cast by Golden Predator shareholders present by virtual attendance or represented by proxy at Golden Predator’s special meeting.

All matters presented for approval at the Golden Predator special meeting were duly authorized and approved as follows:

Total Shares Represented at the meeting:        78,461,398 (45.50%)

Arrangement Resolution:
Shares Represented by Proxy – Voted For                  77,907,359 (99.29%)
Shares Represented by Proxy – Voted Against                  554,029 (0.71%)

About Arizona
Arizona Gold is an emerging American gold producer advancing the restart of production at its 100% owned, fully permitted, past-producing Copperstone mine project, located in mining-friendly Arizona. The Copperstone mine project demonstrates significant upside exploration potential that has yet to be drilled within a 50 km² land package that includes past production of over 500,000 oz gold by way of an open-pit operation.

The company’s current focus is on maximizing Copperstone’s potential by defining and expanding current resources and further optimizing the mine’s economics for purposes of the restart of gold production in the near-term as a result of the recent project funding transaction with Star Royalties Ltd.

For further information please visit the Arizona website at www.arizona-gold.com.

About Golden Predator
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 NI 43-101 compliant resource, the Gold Dome project and the Grew Creek project.

For additional information on Golden Predator and the Brewery Creek mine, please visit the website at www.goldenpredator.com.

Contact Information

Arizona Gold Corp.	Golden Predator Mining Corp.
Giulio Bonifacio	William Sheriff
CEO & Director	Executive Chair
604-318-6760	972-333-2214
gtbonifacio@arizona-gold.com	wms@goldenpredator.com

Cautionary Statements

Certain information contained herein constitutes forward-looking information or statements under applicable securities legislation and rules. Such statements include, but are not limited to, statements with respect to the anticipated completion of the Transaction. 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 Arizona 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 transaction on acceptable terms or at all; and (ii) receipt of necessary stock exchange and court approvals. Although management of each of Arizona 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. Neither party will update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws. The parties caution 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.

This press release is not and is not to be construed in any way as, an offer to buy or sell securities in the United States. The distribution of the Arizona common shares in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) and the Arizona common shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Arizona common shares, nor shall there be any offer or sale of the Arizona common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX, the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX and TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FAQ

What is the acquisition arrangement between Arizona Gold Corp. and Golden Predator Mining Corp.?

Arizona Gold Corp. has proposed to acquire Golden Predator Mining Corp. with an exchange ratio of 1.65 shares of Arizona for each share of Golden Predator.

When is the acquisition of Golden Predator by Arizona Gold expected to close?

The acquisition is expected to close on September 2, 2021, pending court approval.

What will Arizona Gold Corp. be renamed after the acquisition?

After the acquisition, Arizona Gold Corp. will be renamed Sabre Gold Mines Corp.

What will be the new ticker symbol for Arizona after the merger?

The new ticker symbol for Arizona Gold Corp. after the merger will be 'SGLD'.

How did shareholders vote on the acquisition of Golden Predator?

Arizona shareholders voted 99.5% in favor, while Golden Predator shareholders voted 99.29% in favor of the acquisition.