Golden Independence Announces Proposed Spin-Out of Champ Property
Golden Independence Announces Proposed
Spin-Out of Champ Property
Vancouver, British Columbia--(Newsfile Corp. - January 22, 2021) - Golden Independence Mining Corp.
(CSE: IGLD) (OTCQB: GIDMF) (FSE: 6NN) (the "
Company
") is pleased to announce that its Board of
Directors has approved, in principle, a strategic reorganization of the Company's assets pursuant to
which the Company would spin off its Champ precious metal property located Castlegar, British
Columbia (the "
Champ Property
") into a newly incorporated subsidiary ("
SpinCo
"). The Company will
continue to hold its interest in the Independence Gold Project.
It is proposed that the transaction will be carried out by way of statutory plan of arrangement (the "
Spin-
Out
") pursuant to the
Business Corporations Act
(British Columbia). Under the terms of the Spin-Out,
shareholders of the Company would exchange their existing common shares of the Company for the
same number of new common shares of the Company (having the identical terms of the existing
common shares) and common shares of SpinCo. The number of common shares of SpinCo to be
issued to each shareholder of the Company under the Spin-Out has not yet been determined. There will
be no change in shareholders' holdings in the Company as a result of the Spin-Out.
In connection with the Spin-Out, the Company intends to complete a non-brokered private placement (the
"
Financing
") into SpinCo of a minimum of 6,000,000 common shares at a price of $0.10 per share. The
net proceeds of the Financing will be used to fund, among other things, the working capital of SpinCo
and exploration at the Champ Property.
The proposed Spin-Out will be subject to the approval of the Company shareholders which the Company
intends to seek at its 2021 annual general and special meeting of shareholders (the "
Shareholders'
Meeting
"). The date for the Shareholders Meeting has not yet been determined. The Spin-Out also
requires the approval of the British Columbia Supreme Court.
The Company intends to seek a listing of the SpinCo common shares on either the TSX Venture
Exchange or the Canadian Securities Exchange but no assurance can be provided that such a listing will
be obtained. Any such listing will be subject to SpinCo fulfilling all of the requirements of the applicable
stock exchange.
Further details of the Spin-Out, including the date for the Shareholders' Meeting and the number of
SpinCo common shares to be granted to shareholders of the Company will be announced in the near
future. Shareholders are cautioned that the final details of the Spin-Out are still to be determined and
there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all.
About Golden Independence Mining Corp.
Golden Independence Mining Corp. is an exploration company currently focused on exploring the
advanced-stage Independence Gold Property located in the Battle Mountain-Cortez Trend, Nevada and
the Champ precious metal property near Castlegar, British Columbia. The Independence Gold Property
benefits from over US$25 million in past exploration, including over 200 holes drilled, and is located
adjacent to Nevada Gold Mines' Phoenix-Fortitude mining operations in the Battle Mountain-Cortez trend
of Nevada.
FOR FURTHER INFORMATION PLEASE CONTACT:
Christos Doulis, Chief Executive Officer
Telephone: 1.647.924.1083 Email:
Forward-Looking Information
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 including the United States Private Securities Litigation Reform Act of 1995. 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: completion of the
proposed Spin-Out, completion of the proposed Financing, receipt of required shareholder, court, stock
exchange and regulatory approvals for the Spin-Out and the timing of disclosure of additional details
concerning the Spin-Out. 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 the respective parties, 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 the parties have made assumptions and estimates
based on or related to many of these factors. Such factors include, without limitation: determination of
acceptable terms for the proposed Spin-Out, receipt of all required shareholder, court, stock exchange
and regulatory approvals for the Spin-Out; changes in the value of the Champ Property; sufficient market
interest to complete the proposed Financing; fluctuations in the securities markets and the market price
of the Company's common shares and applicable stock exchange approval for listing of the SpinCo
common shares. Readers should not place undue reliance on the forward-looking statements and
information contained in this news release concerning these times. Except as required by law, the
Company 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/72436