Shareholder Approval of Arrangements Received
GOLD CANYON RESOURCES INC.
November 9, 2015
FF: TSXV GCU: TSXV PKL: TSXV
SHAREHOLDER APPROVAL OF ARRANGEMENTS RECEIVED
VANCOUVER, BC, CANADA – First Mining Finance Corp. (“First Mining”), Gold Canyon Resources Inc. (“Gold Canyon”) and PC Gold Inc. (“PC Gold”) are pleased to announce that both Gold Canyon and PC Gold received the overwhelming approval of their shareholders at their respective special meetings held on November 6, 2015 to consider the acquisition of each of Gold Canyon (the “Gold Canyon Arrangement”) and PC Gold (the "PC Gold Arrangement" and, together with the Gold Canyon Arrangement, the “Arrangements”) by First Mining by way of plans of arrangement under the Business Corporations Act (British Columbia) and the Business Corporations Act (Ontario), respectively.
Of the votes cast by Gold Canyon shareholders at the Gold Canyon meeting, 99.2% were voted in favour of the special resolution approving the Gold Canyon Arrangement (99.17% after excluding the votes required to be excluded pursuant to Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions for the purposes of determining minority approval for the Gold Canyon Arrangement). Of the votes cast by PC Gold shareholders at the PC Gold meeting, 99.77% were voted in favour of the special resolution approving the PC Gold Arrangement (no votes were required to be excluded pursuant to Multilateral Instrument 61‐101 ‐ Protection of Minority Security Holders in Special Transactions for the purposes of determining minority approval for the PC Gold Arrangement).
Each of Gold Canyon and PC Gold will be seeking final court approval of their respective Arrangements on November 10, 2015 and, subject to the satisfaction of certain customary closing conditions, the Arrangements are anticipated to be completed on or about November 13, 2015. Full details of the Gold Canyon Arrangement and the PC Gold Arrangement and certain other matters are set out in the respective management information circulars of Gold Canyon and PC Gold each dated October 5, 2015 (the “Information Circulars”). Copies of the Information Circulars and other meeting materials can be found on the SEDAR website at www.sedar.com.
Subject to the approval of the TSX Venture Exchange, First Mining also announces that it intends to issue an aggregate of 42,682 common shares in order to settle outstanding debt in the amount of approximately $17,000.
ABOUT FIRST MINING FINANCE CORP.
First Mining is a mineral property holding company whose principal business activity is to acquire high‐ quality mineral assets with a focus in the Americas. First Mining currently holds a portfolio of 19 mineral assets in Canada, Mexico and the United States with a focus on gold. Ultimately, the goal is to continue to ‐ 2 ‐
increase its portfolio of mineral assets through acquisitions which are expected to be comprised of gold, silver, copper, lead, zinc and nickel.
For further information, contact Patrick Donnelly, President at 604‐639‐8854, or Derek Iwanaka, Vice President, Investor Relations at 604‐639‐8824 or visit our website at www.firstminingfinance.com.
ABOUT GOLD CANYON RESOURCES INC.
Gold Canyon is a precious metals company which holds 100% ownership of the Springpole Gold Project located in the Red Lake Mining District of Ontario, Canada.
For further information, contact Gold Canyon at 604‐682‐3234 or visit our website online at www.goldcanyon.ca.
ABOUT PC GOLD INC.
PC Gold is a gold exploration company focused on its 100% owned former producing Pickle Crow gold mine located in Northwestern Ontario. Located on‐site is a 225 tonne‐per‐day flotation processing mill.
For further information, contact PC Gold at 416‐848‐9633 or visit our website online at www.pcgold.ca.
ON BEHALF OF THE BOARD OF ON BEHALF OF THE BOARD OF ON BEHALF OF THE BOARD OF FIRST MINING FINANCE CORP. GOLD CANYON RESOURCES INC. PC GOLD INC.
“Keith Neumeyer” “Akiko Levinson” “Peter Hooper”
Keith Neumeyer Akiko Levinson Peter Hooper Chairman President & CEO President & CEO
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 including the United States Private Securities Litigation Reform Act of 1995. 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 obtaining final court approval of the Gold Canyon Arrangement and the PC Gold Arrangement (the “Arrangements”) and completion of the Arrangements. 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: satisfaction or waiver of all applicable conditions to closing of the Arrangements including, without limitation, receipt of all necessary 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 respective arrangement agreements of Gold Canyon and PC Gold. Readers should not place undue reliance on the forward‐looking statements and ‐ 3 ‐
information contained in this news release. First Mining, Gold Canyon and PC Gold assume no obligation to update such forward‐looking statements or information, should they change, except as required by law.
Neither the 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.