- Special meeting of shareholders to be held on February 15, 2022
- Six shareholders holding an aggregate of 76.27% of NSGold's outstanding shares have entered into Support and Voting Agreements with the purchaser
BEDFORD, NS / ACCESSWIRE / January 17, 2022 / NSGold Corporation (TSXV:NSX) ("NSGold") announces that it has filed a management proxy circular and related documents on SEDAR, and is mailing the documents to NSGold shareholders, for a special meeting of shareholders to be held on February 15, 2022. At the special meeting, NSGold shareholders will consider the previously-announced proposed amalgamation (the "Amalgamation") of NSGold and 13611647 Canada Limited (the "Purchaser"), a newly-incorporated wholly-owned subsidiary of Atlantic Mining NS Inc. ("Atlantic"), whereby Atlantic will acquire all of the issued and outstanding shares of NSGold at a price of $0.40 per share in cash. Atlantic is a subsidiary of St Barbara Limited (ASX: SBM). The total consideration for the sale of NSGold is approximately $7.9 million.
The transaction is subject to NSGold shareholders approving the Amalgamation by a vote of at least two-thirds of the votes cast by shareholders present in person at the meeting or represented by proxy and entitled to vote. As set out in the circular, six NSGold shareholders have entered into Support and Voting Agreements with the Purchaser under which they have each agreed irrevocably to support and vote their shares in favour of the Amalgamation. The six shareholders hold in the aggregate 76.27% of the outstanding shares of NSGold. They include Van Hoof Industrial Holdings Ltd., the principal shareholder of NSGold, a company controlled by Mr. Johannes H.C. van Hoof, Chairman, President, Chief Executive Officer and a director of NSGold, and the three other directors of NSGold.
The Board of Directors of NSGold unanimously recommends that shareholders vote for the special resolution approving the Amalgamation. Shareholders are urged to read the management proxy circular in its entirety. The circular is available under NSGold's profile on SEDAR at www.sedar.com.
In light of the COVID-19 pandemic and recent government directives advising against public gatherings, NSGold recommends that shareholders refrain from attending the meeting in person and encourages all shareholders to vote by proxy prior to the meeting. All proxy forms should be submitted by 5:00 p.m. (AST) on Friday, February 11, 2022.
Fasken Martineau DuMoulin LLP is acting as legal counsel to NSGold in connection with the Amalgamation.
About NSGold
NSGold's core asset is the 100% owned Mooseland Gold Property located in Halifax County, Nova Scotia. The Mooseland Property is located approximately 13 kilometers from the Moose River Consolidated Gold Mine.
For further information, please contact:
| Hans van Hoof CEO, NSGold Corporation [email protected] | Glenn Holmes CFO, NSGold Corporation [email protected] |
Cautionary Statement:
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.
Forward-Looking Statements
This news release contains statements that may constitute "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding the future plans, costs, objectives or performance of NSGold Corporation ("NSGold"), or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. In particular, completion of the proposed Amalgamation is subject to numerous conditions, termination rights and other risks and uncertainties, including the ability of NSGold to satisfy closing conditions for the Amalgamation, which includes shareholder approval. Accordingly, there can be no assurance that the proposed Amalgamation will occur, or that it will occur on the timetable or on the terms and conditions contemplated. Forward-looking statements and information are based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond NSGold's control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Risks and Uncertainties" in NSGold's Management's Discussion and Analysis for the year ended December 31, 2020, which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. NSGold does not intend, nor does NSGold undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
SOURCE: NSGold Corporation