MONTRÉAL, QUÉBEC–(Marketwired – June 6, 2016) – Adventure Gold Inc. (“Adventure Gold”) (TSX VENTURE:AGE) and Probe Metals Inc. (“Probe Metals”) (TSX VENTURE:PRB) are pleased to announce that, at the June 3rd special meeting of Adventure Gold, shareholders of Adventure Gold (“Adventure Gold Shareholders“) overwhelmingly voted in favor of a special resolution to approve the arrangement pursuant to which Probe Metals will acquire all of the common shares of Adventure Gold by way of a court approved plan of arrangement (the “Arrangement“) under the Canada Business Corporations Act. The Arrangement was approved by 99.96% of the Adventure Gold Shareholders on the 69% votes received.
Adventure Gold has also received today the final order approving the Arrangement from the Superior Court of Québec. Closing of the Arrangement is expected to occur on or about June 10, 2016, subject to, among other things, receiving the requisite stock exchange approvals, and the satisfaction of other customary conditions for a transaction of this nature.
Additional information concerning the Arrangement can be found in the management information circular of Adventure Gold dated May 4, 2016, and available under Adventure Gold’s issuer profile on SEDAR at www.sedar.com.
Profile of the Company
Since its listing on the TSX Venture Exchange in 2007, Adventure Gold focused on discovering and developing high-quality gold deposits in the Abitibi region located in eastern Canada – one of the richest gold mining areas in the world. Adventure Gold has become, in a few years, an important player in the mineral exploration industry with one of the best portfolios of exploration properties along the main gold-bearing structures of the Abitibi Greenstone Belt. The Company is exploring mainly close to gold mines where mining production infrastructure is already in place, which distinguishes it from several other exploration companies. Adventure Gold’s exploration team consists of mining professionals having worked previously for well-established producing companies, who understand industry challenges. The Company owns 100% of the rights on its Val-d’Or East main project (90km²; 770,000 ounces of gold at 2.6 g/t Au in Inferred resources of which 332,000 ounces at 2.4 g/t Au in-pit resources – “NI 43-101 Technical Report Resources Estimate – Val d’Or Est Property” dated January 4, 2013 and available on SEDAR under the issuer profile of the Company at www.sedar.com). With 80M shares issued, 35 % owned by institutions, close to 9 % owned by the management, no debt, core business mining titles in good standing, JV properties with gold producers in Timmins and in Val-d’Or and a new partnership with SOQUEM on the Detour Quebec project, Adventure Gold is well-positioned to benefit its shareholders.
Mr. Jules Riopel, Vice-President Exploration and Acquisitions of Adventure Gold acting as the qualified person (as defined by NI 43-101) reviewed and approved the scientific and technical information in this press release.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Company, are forward-looking statements.
Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements in this press release relate to, among other things: anticipated benefits of the Arrangement to Adventure Gold and Probe and their respective shareholders; the pro rata shareholdings of the current shareholders of Adventure Gold in Probe; pro forma market capitalization of Probe; the timing and receipt of required shareholder, court, stock exchange and regulatory approvals for the Arrangement; the ability of Adventure Gold and Probe to satisfy the other conditions to, and to complete, the Arrangement; and the closing of the Arrangement. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Adventure Gold, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and Adventure Gold has made assumptions and estimates based on or related to many of these factors.
Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary securityholder, court, stock exchange and regulatory approvals or consents and lack of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement Agreement; the synergies expected from the Arrangement not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets and the market price of Probe’s shares; fluctuations in the spot and forward price of gold, silver, base metals or certain other commodities; fluctuations in the currency markets (such as the Canadian dollar versus the U.S. dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; and title to properties. In addition, Adventure Gold may in certain circumstances be required to pay a non-completion or other fee to Probe, the result of which could have a material adverse effect on Adventure Gold’s financial position and results of operations and its ability to fund growth prospects and current operations. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Adventure Gold does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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.