C:CC - Contact Gold Securityholders Overwhelmingly Approve Acquisition By Orla
(TheNewswire)
Vancouver, BC, April 23, 2024 – TheNewswire – Contact Gold Corp. (“Contact Gold” orthe “Company”) (TSXV: C) (OTCQB: CGOLF) ispleased to announce that its securityholders overwhelmingly approvedthe special resolution authorizing the previously announced business combination with Orla Mining Ltd.(“Orla”) (TSX: OLA) (the “Transaction”) at a special meeting of its securityholders held earliertoday (the “Meeting”) .
Pursuant to the Transaction, Orla will acquire all ofthe issued and outstanding common shares of Contact Gold(“Shares”) by way of a statutory plan of arrangement under the Business CorporationsAct (British Columbia). Each Contact Goldshareholder will receive 0.0063 of a common share of Orla for eachShare held.
The special resolution approving the Transaction wasapproved by (i) 99.97 % ofthe votes cast by Contact Gold’s shareholders (the“Shareholders”) present in person or represented by proxy andentitled to vote at the Meeting, (ii) 99.97 % of the votes cast byShareholders and holders of options (“Optionholders”) of ContactGold, voting together as a single class, present in person orrepresented by proxy and entitled to vote at the Meeting, and (iii) 99.96 % of votes cast byShareholders other than votes attached to Shares required to beexcluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions .
Contact Gold will seek a final order of the Supreme Court of British Columbia to approve the Transaction at a hearing expected to be heldon April 25, 2024. The Transaction is expected to close on or aboutApril 29, 2024, provided all of the customary closing conditions setforth in the definitive agreement are satisfied or waived.
Further details regarding the Transaction can be foundin the Company’s management information circular dated March 20,2024 which is filed on SEDAR+ at www.sedarplus.ca .
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 Statementregarding 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 such words andphrases or stating that certain actions, events or results “may”or “could”, “would”, “might” or “will” be taken tooccur or be achieved) are not statements of historical fact and may beforward-looking statements. In this news release, forward-lookingstatements relate, among other things, to statements regarding thecompletion of the Transaction, including receipt of the final order,the satisfaction or waiver of all customary closing conditions, andthe timing thereof.
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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