Gatling Securityholders Approve Plan of Arrangement with MAG Silver Corp.
Gatling Exploration Inc. (OTCQB:GATGF) announced the results of its special meeting held on May 13, 2022, where Securityholders approved the Arrangement Resolution for the acquisition by MAG Silver Corp. Under the Arrangement, MAG will acquire Gatling by exchanging 0.0170627 MAG shares for each Gatling share. The approval met requirements of 66⅔% from Securityholders and will seek a final order from the Supreme Court of British Columbia on May 17, 2022, with completion expected around May 19, 2022.
- Approval of Arrangement Resolution for acquisition by MAG Silver Corp.
- Exchange ratio of 0.0170627 MAG shares per Gatling share established.
- None.
VANCOUVER, BC / ACCESSWIRE / May 16, 2022 / GATLING EXPLORATION INC. (TSXV:GTR)(OTCQB:GATGF) (the "Company" or "Gatling") today announced the voting results of its special meeting of securityholders, called for shareholders and optionholders (the "Securityholders") to vote on the Arrangement Resolution (as defined below) held on May 13, 2022 (the "Meeting").
At the Meeting, Securityholders were asked to consider, and if thought fit, to pass a resolution (the "Arrangement Resolution") to approve the proposed plan of arrangement (the "Arrangement") with MAG Silver Corp. ("MAG"), pursuant to which MAG has agreed to acquire all of the issued and outstanding common shares of Gatling ("Gatling Shares") on the basis of 0.0170627 of a MAG common share per Gatling Share under the terms of the Arrangement.
The Arrangement Resolution required the approval of at least (i) 66⅔% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy at the Meeting; (ii) 66⅔% of the votes cast by Gatling shareholders ("Shareholders") present in person or represented by proxy at the Meeting; and (iii) a simple majority of the votes cast by Shareholders present or in person or represented by proxy at the Meeting, excluding for this purpose votes attached to the Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101.
The Arrangement was approved by the required majority of the votes cast by the Securityholders eligible to vote at the Meeting.
Gatling will be seeking a final order from the Supreme Court of British Columbia with respect to the Arrangement on May 17, 2022 and the Arrangement is expected to be completed on or around May 19, 2022. For a more detailed description of the Arrangement, please refer to the Company's management information circular dated April 11, 2022.
About Gatling Exploration Inc.
Gatling Exploration is a Canadian gold exploration company focused on advancing the Larder Gold Project, located in the prolific Abitibi greenstone belt in Northern Ontario. The Larder project hosts three high‐grade gold deposits along the Cadillac‐Larder Lake Break, 35 km east of Kirkland Lake. The Larder property has a global Mineral Resource Estimate (2021) of 388,000 oz Au Indicated and 933,000 oz Au Inferred gold ounces from both open pit and underground resources. The project is
About MAG Silver Corp. (www.magsilver.com)
MAG Silver Corp. is a Canadian development and exploration company focused on becoming a top‐tier primary precious metals mining company by exploring and advancing high‐grade, district scale, silver‐gold dominant projects in the Americas. Its principal focus and asset is the Juanicipio Project (
ON BEHALF OF THE BOARD OF DIRECTORS
Jason Billan, President and CEO
Gatling Exploration Inc.
For further information on Gatling, contact Investor Relations
Telephone: 1‐888‐316‐1050
Email: ir@gatlingexploration.com
Forward Looking Statements:
This news release includes certain "forward‐looking information" and "forward‐looking statements" (collectively "forward‐looking statements") within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐ looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur, and include information regarding expectations regarding the potential benefits of the Arrangement and the ability of the combined company to successfully achieve business objectives; and expectations regarding the application for the final court order in respect of the Arrangement and the anticipated closing thereof. Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company's financial statements and related MD&A for the financial year ended March 31, 2021, its interim financial statements and related MD&A for the nine months ended December 31, 2021 and the management information circular dated April 11, 2022 in respect of the Meeting, all filed with the securities regulatory authorities in certain provinces of Canada and available under the Company's profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company's forward‐looking statements. The Company's forward‐looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward‐looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward‐looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward‐looking statements. Accordingly, undue reliance should not be placed on forward‐looking statements. Neither 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: Gatling Exploration Inc.
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