Golden Predator Mining Corp. and Viva Gold Corp. Enter Into Business Combination Agreement
March 03, 2021 at 08:00 AM EST
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VANCOUVER, British Columbia, March 03, 2021 (GLOBE NEWSWIRE) -- Golden Predator Mining Corp. (TSX.V: GPY; OTCQX: NTGSF) ("Golden Predator") and Viva Gold Corp. (TSX.V: VAU; OTCQB: VAUCF) ("Viva Gold") are pleased to announce that they have entered into a definitive arrangement agreement (the "Agreement") whereby Golden Predator will acquire all of the outstanding securities of Viva Gold by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) (the “Transaction”).
The proposed Arrangement brings together proven mine building expertise, jurisdictional diversification and two advanced stage gold development projects as the two company’s merge their Nevada and Yukon assets and management to position the company as an emerging junior gold producer.
Details of Arrangement
On closing of the Arrangement, subject to TSX Venture Exchange (“TSXV”) approval and applicable securities laws, the directors of Golden Predator will consist of: William Sheriff (Executive Chair); James Hesketh (Chief Executive Officer); two nominees selected by Viva Gold; and three nominees selected by Golden Predator. The management of Golden Predator will consist of James Hesketh, President and Chief Executive Officer and Mike Maslowski, Chief Operating Officer.
Janet Lee-Sheriff, current Golden Predator Chief Executive Officer will participate in a seamless transition. Ms. Lee-Sheriff remains committed to working with the Company to uphold corporate values and objectives surrounding progressive indigenous relations and innovative community engagement, in particular with the Tr’ondëk Hwëch’in, First Nation of Na-cho Nyak Dun and Kaska Nation.
In connection with the Arrangement, Golden Predator is proposing to distribute 8,620,000 common shares of C2C Gold Corp. (CSE:CTOC) to shareholders of record of Golden Predator immediately prior to closing of the Arrangement by way of return of capital transaction (the “Return of Capital”).
“The Golden Predator Board of Directors looks forward to working with James Hesketh and the Viva team. Mr. Hesketh is deeply familiar with Brewery Creek and its potential for economic production. We strongly believe our shareholders and the communities we operate in will benefit from jurisdictional diversification and the addition of proven mine building expertise at this pivotal time,” said William M. Sheriff. Executive Chairman of Golden Predator.
“This Transaction brings together all of the key ingredients required to build a premier junior gold producer. Two advanced stage gold development projects ready for permitting and development, exploration upside, excellent mining jurisdictions, strong management skillsets, a solid balance sheet, and strong market liquidity,” states James Hesketh, President and CEO of Viva Gold.
Viva Gold and Golden Predator will be hosting a joint online investor video conference on Thursday, March 4, 2021 at 12 PM (ET) to provide more details about the business arrangement. To register and attend the webinar please visit: https://attendee.gotowebinar.com/register/9138677069424175887
Key benefits of this transaction for Golden Predator and Viva shareholders:
The closing of the Transaction is subject to customary conditions, including the approval of Viva Gold shareholders, court approvals of the Arrangement and the Return of Capital, and the acceptance of the TSXV. Evans & Evans, Inc. of Vancouver, British Columbia, has provided the fairness opinion to the Viva Gold Board of Directors concluding that the Transaction is fair, from a financial point of view, to its shareholders as at March 1, 2021.
The special committee and the board of directors of Viva Gold recommend that, in the absence of a superior proposal, Viva Gold shareholders vote in favor of the Arrangement. Dentons Canada LLP is acting as legal advisor to Viva Gold.
The board of directors of Golden Predator received a fairness opinion from RWE Growth Partners of Vancouver, confirming that the transaction is fair, from a financial point of view, to the shareholders of Golden Predator. Morton Law LLP is acting as legal advisor to Golden Predator.
The directors and senior officers, and certain other shareholders of Viva Gold, representing approximately 20% of the issued share capital of Viva Gold, have committed to vote their Viva Gold Shares in favor of the Arrangement. The parties currently expect the Transaction to be completed on or about May 3, 2021. Upon completion of the Transaction, Viva Gold will apply to delist the Viva Gold Shares from the TSXV.
The Arrangement will require the approval of at least 2/3rds of votes cast by the Viva Gold shareholders. Full details of the Arrangement will be provided in a Viva Gold management information circular, which is expected to be mailed to Viva Gold’s shareholders by March 29, 2021. It is anticipated that the Viva shareholders meeting and the closing of the Transaction will take place by April 29, 2021.
The Exchange Ratio was determined on the basis that Golden Predator will complete the Return of Capital distribution to the Golden Predator shareholders of record immediately prior to the closing of the Arrangement. The Return of Capital will result in a reduction in the stated capital of the Golden Predator Shares held by such shareholders, equal to the value of the C2C Shares being distributed. The market price per C2C Share on the CSE as at the close of markets on February 26, 2021 was $0.17. Based on the current issued and outstanding shares of Golden Predator, each participating shareholder of Golden Predator would be entitled to receive approximately 0.05 C2C Shares for each Golden Predator Share held of record. No fractional interests in the C2C Shares will be distributed in connection with the Return of Capital, and any such interests will be rounded down to the nearest whole distribution Share. The Distribution Shares have not, and will not, be registered under the US Securities Act of 1933, as amended.
The Agreement also contains certain customary non-solicitation and right to match provisions, with a break fee of $300,000.
ABOUT GOLDEN PREDATOR MINING CORP.
ABOUT VIVA GOLD CORP.
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