Securityholders of Gowest Gold Approve Go Private Transaction

Rhea-AI Summary

Gowest Gold (TSXV: GWA) announced that its shareholders and warrantholders have approved the previously announced plan of arrangement for a go-private transaction. The Acquiring Group proposes to acquire all outstanding shares not already owned by them for $0.15 per share in cash. The special resolution was approved by the required majorities, including a two-thirds vote of shareholders and warrantholders, a two-thirds vote of shareholders alone, and a majority of minority vote. The arrangement remains subject to court approval, with the final order hearing scheduled for September 13, 2024. If all conditions are met, the transaction is expected to close around September 19, 2024.

Positive

• Shareholders and warrantholders approved the go-private transaction with strong support
• Cash offer of $0.15 per share for minority shareholders
• High participation rate with 88.83% of shares and 89.03% of warrants represented at the meeting
• Transaction expected to close by September 19, 2024, if all conditions are met

Negative

• Minority shareholders will lose their stake in the company after the go-private transaction
• The offer price of $0.15 per share may not reflect the full potential value of the company

Toronto, Ontario--(Newsfile Corp. - September 6, 2024) - Gowest Gold Ltd. (TSXV: GWA) ("Gowest" or the "Company") announced today that its shareholders ("Shareholders") and holders ("Warrantholders") of common share purchase warrants of the Company ("Warrants") have approved the previously announced plan of arrangement of the Company under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which a group of existing shareholders of Gowest (the "Acquiring Group") propose to acquire all of the outstanding common shares of Gowest ("Shares") not already owned by the Acquiring Group, for cash consideration of $0.15 per Share. For additional details concerning the Arrangement, see the Gowest news release dated June 24, 2024.

Approval of the Arrangement was obtained at a special meeting of Shareholders and Warrantholders held yesterday, September 5. The special resolution approving the Arrangement (the "Arrangement Resolution") was required to be passed by: (i) at least 66 2/3% of the votes cast in person or by proxy at the meeting by Shareholders and Warrantholders, voting together as a single class, each being entitled to one vote per Share held and one vote per Share underlying the Warrants held; (ii) at least 66 2/3% of the votes cast in person or by proxy at the meeting by Shareholders, voting as a separate class, each being entitled to one vote per Share held; and (iii) a simple majority (more than 50%) of the votes cast at the meeting by Shareholders, excluding Shares held by members of the Acquiring Group (and their related parties and joint actors of the Acquiring Group and their related parties) and Shares otherwise required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

A total of 596,030,277 Shares were represented in person or by proxy at the meeting, representing approximately 88.83% of the issued and outstanding Shares, and a total of 78,931,105 Warrants were represented in person or by proxy at the meeting, representing approximately 89.03% of the issued and outstanding Warrants.

Set out below is a summary of the voting results on the Arrangement Resolution:

(i) Two-Thirds vote of Shareholders and Warrantholders (voting together as a single class)

FOR		AGAINST
(#)	(%)	(#)	(%)
666,901,579	98.806	8,059,803	1.194

 

(ii) Two-Thirds Vote of Shareholders

FOR		AGAINST
(#)	(%)	(#)	(%)
587,970,474	98.648	8,059,803	1.352

 

(iii) Majority of Minority Vote

FOR		AGAINST
(#)	(%)	(#)	(%)
20,194,676	71.474	8,059,803	28.526

 

Closing of the Arrangement remains subject to certain customary closing conditions, including approval by the Ontario Superior Court of Justice (Commercial List). The hearing in respect of the final order to approve the Arrangement (the "Final Order") is currently scheduled to take place on September 13, 2024. If the Final Order is obtained, and all other conditions to completion of the Arrangement are satisfied or waived, it is expected that the Arrangement will be completed on or about September 19, 2024.

For further information regarding the Arrangement, please refer to the management information circular of the Company dated as of July 24, 2024, a copy of which is available under the Company's profile on SEDAR+ (www.sedarplus.ca).

About Gowest

Gowest is a Canadian gold exploration and development company focused on the delineation and development of its 100% owned Bradshaw Gold Deposit (Bradshaw) on the Frankfield Property, part of the Corporation's North Timmins Gold Project (NTGP). Gowest is exploring additional gold targets on its +100‐square‐kilometre NTGP land package and continues to evaluate the area, which is part of the prolific Timmins, Ontario gold camp.

Forward-Looking Information

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to: the proposed Arrangement; the ability of the parties to satisfy the conditions to closing of the Arrangement; the Final Order; and the anticipated completion of the Arrangement. Words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "potential," and similar expressions may be used to identify these forward-looking statements although not all forward-looking statements contain such words.

Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including risks associated with the Arrangement and acquisitions generally, such as the failure to satisfy the closing conditions contained in the arrangement agreement, the absence of material adverse changes or other events which may give the parties a basis on which to terminate the arrangement agreement, and the ability of the parties to obtain the Final Order. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. These forward-looking statements are made as of the date of this press release and, other than as required by law, Gowest does not intend to or assume any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

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.

For further information, please contact:

Dan Gagnon
President & CEO
Tel: (416) 363-1210
Email: info@gowestgold.com 

Greg Taylor
Investor Relations
Tel: (416) 605-5120
Email: greg.taylor@gowestgold.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/222352

FAQ

What is the cash offer per share for Gowest Gold's (GWSAF) go-private transaction?

The Acquiring Group is offering $0.15 in cash per share for all outstanding shares of Gowest Gold not already owned by them.

When is Gowest Gold's (GWSAF) go-private transaction expected to close?

If all conditions are met, including court approval, the go-private transaction is expected to close on or about September 19, 2024.

What percentage of Gowest Gold (GWSAF) shareholders and warrantholders participated in the special meeting?

Approximately 88.83% of issued and outstanding shares and 89.03% of issued and outstanding warrants were represented at the special meeting.

What approvals were required for Gowest Gold's (GWSAF) go-private arrangement?

The arrangement required approval by 66 2/3% of shareholders and warrantholders voting together, 66 2/3% of shareholders voting separately, and a simple majority of minority shareholders.