Aquila Resources Shareholders Overwhelmingly Approve Acquisition by Gold Resource Corporation

Rhea-AI Summary

Gold Resource Corporation (NYSE American: GORO) announced that at a special meeting, an overwhelming majority of Aquila Resources Inc. shareholders approved the acquisition plan. Specifically, 98.884% of votes supported the transaction, surpassing the necessary thresholds for approval. The deal is set to advance the Back Forty Project in Michigan, with closing anticipated shortly, pending certain conditions including court approval. President & CEO Allen Palmiere expressed gratitude for the shareholder support and eagerness to proceed with the integration.

Positive

• 98.884% of Aquila shareholders approved the acquisition, indicating strong support.
• The acquisition enhances GORO's operational footprint with the Back Forty Project.
• Anticipated synergies from combining operations may lead to increased market presence.

Negative

• The transaction is subject to closing conditions, including court approval, which introduces uncertainty.
• Costs will be incurred by GORO even if the transaction does not finalize.

DENVER, CO / ACCESSWIRE / November 17, 2021 / Gold Resource Corporation ( "GRC" or the "Company") (NYSE American:GORO) is pleased to announce that at the Aquila Resources Inc. ("Aquila") special meeting of shareholders (the "Meeting") held earlier today, an overwhelming majority of Aquila shareholders voted in favor of the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement pursuant to which the Company will acquire all of the issued and outstanding common shares ("Shares") of Aquila (the "Transaction").

The Transaction required the approval of (i) 66⅔ percent of the votes cast by Aquila shareholders and (ii) a simple majority of the votes cast by the minority shareholders (excluding shareholders whose votes are required to be excluded pursuant to Multilateral Instrument 61 - 101).

Shareholders holding a total of 208,546,503 Shares (60.701% of the Shares issued and outstanding as of the record date for the Meeting) were represented in person or by proxy at the Meeting. Of the votes cast at the Meeting, 98.884% were in favor of the Arrangement Resolution (98.864% after excluding votes cast by shareholders whose votes are required to be excluded pursuant to Multilateral Instrument 61 - 101).

Allen Palmiere, President and Chief Executive Officer of the Company, commented, "I would like to thank Aquila shareholders for their strong support of the Transaction. We look forward to closing the Transaction in short order and are excited to work with the team and all stakeholders to advance the Back Forty Project to production."

Closing of the Transaction remains subject to certain closing conditions, including approval of the Ontario Superior Court of Justice (Commercial List). Subject to the satisfaction or waiver of the closing conditions that remain outstanding, closing of the Transaction is expected to occur in the coming weeks.

About Gold Resource Corporation

Gold Resource Corporation is a gold and silver producer, developer, and explorer with its operations centered on the Don David Gold Mine in Oaxaca, Mexico. Under the direction of a new board and senior leadership, the Company focus is to unlock the significant upside potential of its existing infrastructure and large land position surrounding the mine, to close our acquisition of Aquila Resources Inc., and to develop the Back Forty Project in Michigan, USA. For more information, please visit GRC's website, located at www.goldresourcecorp.com and read the Company's 10-K for an understanding of the risk factors involved.

Forward-Looking Information and other Cautionary Statements

This press release contains forward-looking statements that involve risks and uncertainties. The statements contained in this press release that are not purely historical are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this press release, the words "plan", "target", "anticipate", "believe", "estimate", "intend", "propose", "potential" and "expect" and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation: statements regarding the Transaction, including statements with respect to the benefits of the Transaction and expectations regarding the combined company (including its growth profile and resource profile, the development of the Back Forty Project, cash flow generation from the Don David Gold Mine, its market presence and re-rating potential and expectations regarding the payment of dividends); the timing of key Transaction milestones and closing; the ability of GRC and Aquila to satisfy the conditions to and to complete the Transaction; and expectations regarding the impact of the Transaction on GRC and Aquila including in respect of anticipated financial and operating results, strategy and business, and on stakeholders in general.

All forward-looking statements in this press release are based upon information available to GRC on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Such risks and uncertainties and other factors that could cause actual results and future to differ from those expressed or implied by the forward-looking statements include, but are not limited to: the satisfaction of the conditions precedent to the closing of the Transaction (including the obtaining of all shareholder, court and regulatory approvals); risks associated with the Transaction and acquisitions generally; the Arrangement Agreement may be terminated in certain circumstances; GRC will incur costs even if the Transaction is not completed; all necessary approvals and consents may not be obtained; uncertainty regarding the ability of the parties to complete all Transaction milestones on the intended timing; inherent risks of mining exploration, development and production operations; economic factors affecting the Company and/or Aquila; the integration of the businesses of the Company and Aquila; political conditions and the regulatory environment in the United States and Mexico; and the scope, duration, and impact of the COVID-19 pandemic on mining operations, Company employees, and supply chains as well as the scope, duration and impact of government action aimed at mitigating the pandemic. Additional factors that could cause or contribute to such differences include, but are not limitedto, those discussed in the periodic and current reports filed by the Company with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2020.

For further information please contact:
Gold Resource Corporation
Ann Wilkinson, VP, IR and Corporate Affairs
Phone: 720-459-3851
E-mail: Ann.Wilkinson@GRC-USA.com

SOURCE: Gold Resource Corporation

View source version on accesswire.com:
https://www.accesswire.com/673451/Aquila-Resources-Shareholders-Overwhelmingly-Approve-Acquisition-by-Gold-Resource-Corporation

FAQ

What was the outcome of the Aquila Resources Inc. shareholder meeting regarding the GORO acquisition?

The majority of Aquila shareholders voted 98.884% in favor of the acquisition by Gold Resource Corporation.

When is the closing of Gold Resource Corporation's acquisition expected?

The closing of the acquisition is expected to occur in the coming weeks, subject to certain closing conditions.

What impact does the acquisition have on Gold Resource Corporation and Aquila Resources?

The acquisition is anticipated to enhance operational capabilities and market presence, specifically advancing the Back Forty Project.

What are the risks associated with the acquisition of Aquila Resources by GORO?

Risks include the need for court approvals and potential costs incurred if the transaction does not complete.