C:CC - Contact Gold Announces Filing of its Management Information Circular in Connection with its Special Meeting to Approve Acquisition by Orla
(TheNewswire)
Vancouver, BC – TheNewswire - March 27, 2024 – Contact Gold Corp.(“Contact Gold” or the “Company”) (TSXV:C) (OTC:CGOLF) is pleased to announce that it has filed andcommenced mailing the management information circular dated March 20,2024 (the “ Circular ”)and related meeting materials (together with the Circular,collectively the “Meeting Materials”) for its special meeting ofshareholders (the “Shareholders”) and optionholders of ContactGold (collectively, the “Securityholders”) to be held on Tuesday,April 23, 2024, at 1:00 p.m. (Vancouver time) (the “ Meeting ”) in connection with theproposed business combination with Orla Mining Ltd. (“Orla”) (TSX:OLA), announced on February 26, 2024 (the “Transaction”).
Information about theMeeting and Receipt of Interim Court Order
The Meeting is being held at the offices of Cassels Brock& Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia St.,Vancouver, BC, V6C 3E8 on April 23, 2024, at 1:00 p .m. (Vancouver time). Registered Securityholders and dulyappointed proxyholders will have an opportunity to attend, vote andask questions during the Meeting by following the instructions set outin the Meeting Materials. Beneficial Shareholders may vote or appointa proxy using the voting instruction form provided to such holders.Securityholders should closely review the Meeting Materials to ensurethat they are able to cast their vote at the Meeting.
On March 20, 2024, Contact Gold obtained an interimorder (the “Interim Order”) from the Supreme Court of BritishColumbia (the “Court”) authorizing the holding of the Meeting andmatters relating to the conduct of the Meeting. At the Meeting,Securityholders will be asked to consider and, if deemed advisable,pass a special resolution (the “Resolution”) to approve theTransaction, in accordance with the terms of the arrangement agreemententered into by the Company and Orla on February 25, 2024 (the“Arrangement Agreement”), pursuant to which Orla agreed to acquireall of the issued and outstanding Contact Gold common shares by way ofa statutory plan of arrangement.
Pursuant to the terms of the Interim Order, for theTransaction to become effective, the Resolution will require approvalby (i) 66 2/3% of the votes cast by Shareholders present in person orrepresented by proxy and entitled to vote at the Meeting, (ii) 66 2/3%of the votes cast by Securityholders, voting together as a singleclass, present in person or represented by proxy and entitled to voteat the Meeting, and (iii) a simple majority of the votes cast byShareholders present in person or represented by proxy and entitled tovote at the Meeting, excluding certain related parties as prescribedby Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions . The Circular has beenfiled with regulatory authorities and is being mailed to theSecurityholders in accordance with applicable securities laws.
The Meeting Materials contain important informationregarding the Transaction, how Securityholders can attend and vote atthe Meeting, the background that led to the Transaction and thereasons for the unanimous determinations of the special committee ofindependent Contact Gold directors, as well as the board of directorsof Contact Gold, that the Transaction is in the best interests of theCompany and is fair to shareholders. Pursuant to the terms of theInterim Order, Securityholders of record on March 7, 2024, will beentitled to receive notice of, attend and vote at the Meeting.Securityholders should carefully review all of the Meeting Materialsas they contain important information concerning the Transaction andthe rights and entitlements of Securityholders thereunder.
The Meeting Materials have been filed by the Companyand are available under the Company’s profile on SEDAR+ (at https://www.sedarplus.ca ).The Circular is also available on the Company’s website (at https://contactgold.com/investors/agm/ ).
Subject to obtaining approval of the Transaction at theMeeting, and the satisfaction of the other customary conditions tocompletion of the Transaction contained in the Arrangement Agreement,including final approval of the Court and certain regulatoryapprovals, all as more particularly described in the Circular, theTransaction is expected to close by the end of April 2024.
Shareholder Questions
If you have any questions or require voting assistance,please contact John Wenger, the Company’s Chief Financial Officer bytelephone at +1 (604) 426-1295 or by email at info@contactgold.com .
Contact Gold is an exploration company focused on making districtscale gold discoveries in Nevada. The Company’s extensive landholdings are on the prolific Carlin and Cortez gold trends which hostnumerous gold deposits and mines. Contact Gold’s land positioncomprises approximately 117.4 km 2 of target rich mineral tenure hostingnumerous known gold occurrences, ranging from early- toadvanced-exploration and current gold resources.
Additional information about the Company is available at www.contactgold.com .
Formore information, please contact: +1 (604) 449-3361
Matthew Lennox-King – President & CEO
E-mail: info@contactgold.com
Neither TSXV nor its Regulations Services Provider (as that term is defined in policies of the TSXV) acceptsresponsibility for the adequacy or accuracy of this release. No stockexchange, securities commission or other regulatory authority hasapproved or disapproved the information contained herein.
Cautionary Statement Regarding Forward-Looking Information
This news release contains“forward-looking information” and “forward-looking statements”(collectively, “forward-looking statements”) within the meaning ofthe applicable Canadian securities legislation. All statements, otherthan statements of historical fact, are forward-looking statements andare based on expectations, estimates and projections as at the date ofthis news release. Any statement that involves discussions withrespect to predictions, expectations, beliefs, plans, projections,objectives, assumptions, future events or performance (often but notalways using phrases such as “expects”, or “does not expect”,“is expected”, “anticipates” or “does not anticipate”,“plans”, “budget”, “scheduled”, “forecasts”,“estimates”, “believes” or “intends” or variations of suchwords and phrases or stating that certain actions, events or results“may” or “could”, “would”, “might” or “will” betaken to occur or be achieved) are not statements of historical factand may be forward-looking statements. In this news release,forward-looking statements relate, among other things, to statementsregarding the Meeting to consider the Transaction, the completion ofthe Transaction, including receipt of all necessary Court,Securityholder and regulatory approvals, and the timingthereof.
These forward-looking statements arebased on reasonable assumptions and estimates of management of theCompany at the time such statements were made. Actual future resultsmay differ materially as forward-looking statements involve known andunknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Company tomaterially differ from any future results, performance or achievementsexpressed or implied by such forward-looking statements. Such factors,among other things, include: fluctuations in general macroeconomicconditions; fluctuations in securities markets; fluctuations in spotand forward prices of gold, silver, base metals or certain othercommodities; fluctuations in currency markets (such as the Canadiandollar to United States dollar exchange rate); change in national andlocal government, legislation, taxation, controls, regulations andpolitical or economic developments; risks and hazards associated withthe business of mineral exploration, development and mining (includingenvironmental hazards, industrial accidents, unusual or unexpectedformations pressures, cave-ins and flooding); inability to obtainadequate insurance to cover risks and hazards; the presence of lawsand regulations that may impose restrictions on mining; employeerelations; relationships with and claims by local communities andindigenous populations; availability of increasing costs associatedwith mining inputs and labour; the speculative nature of mineralexploration and development (including the risks of obtainingnecessary licenses, permits and approvals from governmentauthorities); and title to properties. Although the forward-lookingstatements contained in this news release are based upon whatmanagement of the Company believes, or believed at the time, to bereasonable assumptions, the Company cannot assure shareholders thatactual results will be consistent with such forward-lookingstatements, as there may be other factors that cause results not to beas anticipated, estimated or intended. Readers should not place unduereliance on the forward-looking statements and information containedin this news release. The Company assumes no obligation to update theforward-looking statements of beliefs, opinions, projections, or otherfactors, should they change, except as required by law.
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