Amarillo shareholders approve plan of arrangement

Rhea-AI Summary

Amarillo Gold Corporation's shareholders approved a plan of arrangement for its acquisition by Hochschild Mining PLC at a special meeting, with 99.99% of votes in favor.

Each Amarillo share will be exchanged for C$0.40 in cash and one share of Lavras Gold Corp., which will hold Amarillo's Lavras do Sul gold project. The arrangement, subject to final court approval on March 4, 2022, is expected to close by the end of March. Following closure, Amarillo shares will be delisted, and Lavras SpinCo aims to list on TSXV, pending regulatory approval.

Positive

• 99.99% shareholder approval for the acquisition indicates strong backing for the deal.
• The exchange of Amarillo shares for cash and shares in Lavras Gold Corp. presents a liquidity event for investors.

Negative

• Amarillo's shares will be delisted from TSXV and OTCQB following the completion of the arrangement.

TORONTO, March 02, 2022 (GLOBE NEWSWIRE) -- At a special meeting of shareholders held yesterday, the shareholders of Amarillo Gold Corporation (the “Company” or “Amarillo”) (TSXV: AGC, OTCQB: AGCBF) approved the previously announced plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) for the acquisition of Amarillo by Hochschild Mining PLC.

The special resolution approving the Arrangement was approved by 99.99% of the votes cast by Amarillo’s shareholders present or represented by proxy at the meeting. It was also approved by 99.99% of the votes cast by Amarillo shareholders other than votes attached to Amarillo shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In total, 71.21% of the issued and outstanding Amarillo shares were voted at the meeting.

Under the Arrangement, each share of Amarillo will be exchanged for cash consideration of C$0.40 and one share of Lavras Gold Corp. (“Lavras SpinCo”), a new Brazil-focused exploration company.

Lavras SpinCo will be capitalized with approximately C$10 million cash and will hold all of Amarillo’s assets and rights with respect to the Lavras do Sul gold project located in southern Brazil in the state of Rio Grande do Sul. At the special meeting, shareholders also approved the omnibus equity incentive plan of Lavras SpinCo.

Information regarding the procedure for exchanging Amarillo shares for the Arrangement consideration is provided in the Company’s management information circular dated January 27, 2022 and related to yesterday’s meeting. The management information circular and the form of letter of transmittal for the exchange of Amarillo shares are available under the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.amarillogold.com/investors/amarillo-hochschild-transaction.

Registered Amarillo shareholders must complete and sign a letter of transmittal and return it, together with the certificate(s)/DRS advice(s) representing their shares and any other required documents and instruments, according to the procedures set out in the letter of transmittal.

Non-registered Amarillo shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee, or other intermediary or depository should contact their intermediary for instructions and assistance in receiving the Arrangement consideration.

The Arrangement remains subject to approval of the Supreme Court of British Columbia and Hochschild’s shareholders, and the satisfaction of other customary conditions. The hearing for the final order to approve the Arrangement is currently scheduled to take place on March 4, 2022, and closing of the Arrangement is expected to occur around the end of March 2022.

Following completion of the Arrangement, Amarillo’s shares are expected to be delisted from the TSX Venture Exchange (the “TSXV”) and OTCQB. The Company also expects to apply to securities regulatory authorities in the applicable provinces to cease to be a reporting issuer in those jurisdictions upon closing of the Arrangement.

Lavras SpinCo has applied to have the common shares of Lavras SpinCo listed on the TSXV following the completion of the Arrangement. Listing is subject to the approval of the TSXV according to its original listing requirements. The TSXV has not conditionally approved Lavras SpinCo’s listing application and there can be no assurance that the TSXV will approve the listing of the Lavras SpinCo shares.

ABOUT AMARILLO

Amarillo Gold Corporation is a Canadian company focused on exploring and developing two gold projects in Brazil: the exploration stage Lavras do Sul Project in Rio Grande do Sul State and the development stage Posse Gold Project on the Mara Rosa Property in Goiás State. Amarillo trades on the TSXV under the symbol AGC and the OTCQB under the symbol AGCBF.

Follow Amarillo on LinkedIn, Twitter, YouTube, and at www.amarillogold.com.

CONTACT INFORMATION

Mike Mutchler President & CEO 416-294-0736 mike.mutchler@amarillogold.com	Annemarie Brissenden Investor Relations 416-844-6284 annemarie.brissenden@amarillogold.com

DISCLAIMER
Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the content of this news release.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY LANGUAGE
Certain information provided in this news release constitutes forward‐ looking statements. Specifically, this news release contains forward‐looking statements relating to the Arrangement and the related final order and anticipated timing of the closing of the Arrangement.

The forward‐looking statements are based on certain key expectations and assumptions. With respect to the anticipated timing of the closing of the Arrangement, these include expectations and assumptions with respect to the timely receipt of all required court, shareholder and regulatory approvals and the satisfaction of all other conditions to the closing of the Arrangement.

Although Amarillo believes that the expectations and assumptions on which the forward-looking statements are based are reasonable at the time of preparation, undue reliance should not be placed on the forward-looking statements as Amarillo can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. There is no guarantee that the Arrangement will close at the anticipated time or at all. These and other risks are described further in Amarillo’s most recently filed management information circular and its management’s discussion and analysis for the year ended December 31, 2021, which have been filed on SEDAR and may be reviewed under Amarillo’s profile at www.sedar.com.

The forward-looking statements contained in this news release are made as of the date hereof. Except as may be required by applicable securities laws, Amarillo assumes no obligation to publicly update or revise any forward‐looking statements made herein or otherwise, whether as a result of new information, future events, or otherwise.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The securities to be distributed pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and 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. The securities to be distributed pursuant to the Arrangement will be offered and sold in the United States pursuant to the exemption from registration set forth in Section 3(a)(10) of the U.S. Securities Act and similar exemptions under applicable state securities laws.

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FAQ

What is the recent acquisition approved by Amarillo Gold Corporation?

Amarillo Gold Corporation's shareholders approved the acquisition by Hochschild Mining PLC, allowing for the exchange of each share for C$0.40 and shares in Lavras Gold Corp.

What will happen to Amarillo Gold Corporation's shares after the acquisition?

Following the acquisition's completion, Amarillo's shares are expected to be delisted from the TSX Venture Exchange and OTCQB.

When is the arrangement for Amarillo Gold Corporation's acquisition expected to close?

The acquisition is expected to close around the end of March 2022, pending final court approval.

What is Lavras Gold Corp. in relation to Amarillo Gold Corporation?

Lavras Gold Corp. will be a new exploration company holding Amarillo's Lavras do Sul gold project after the acquisition.

How did Amarillo Gold Corporation's shareholders vote on the acquisition?

The acquisition was approved by 99.99% of shareholders present or represented at the special meeting.