Revelo and Austral Gold Announce Signing of Definitive Arrangement Agreement for Austral to Acquire Revelo for Shares and Cash
Revelo and Austral Gold Announce Signing of
Definitive Arrangement Agreement for Austral
to Acquire Revelo for Shares and Cash
Vancouver, British Columbia--(Newsfile Corp. - November 12, 2020) -
Austral Gold Limited (ASX: AGD)
(TSXV: AGLD) ("Austral") and
Revelo Resources Corp. (TSXV: RVL) ("Revelo") are pleased to
announce, further to their joint announcement of September 2, 2020, that they have entered into a
definitive arrangement agreement dated November 12, 2020 (the "Arrangement Agreement") pursuant
to which, among other things, Austral has agreed to acquire all the outstanding common shares of
Revelo (each, a "Revelo Share") for a combination of shares and cash by way of a statutory plan of
arrangement under the
Business Corporations Act
(British Columbia) (the "Transaction").
Particulars of the Transaction
Under the terms of the Arrangement Agreement, holders of Revelo Shares ("Revelo Shareholders") will
be entitled to receive, in exchange for each Revelo Share held immediately prior to the effective time of
the Transaction: (i) 0.9184 ordinary shares of Austral (each whole share, an "Austral Share"), and (ii)
C$0.03045715 in cash, together representing an implied price of $0.305977 per Revelo Share based
on the closing price of Austral Shares on the TSX Venture Exchange of C$0.30 on September 1, 2020,
the day prior to the original announcement of the Transaction. Austral proposes to fund the aggregate
cash consideration in the amount of C$1,176,471 using its cash reserves. Austral will use existing
capacity under ASX Listing Rule 7.1 to issue the Austral Shares which form part of the consideration.
Austral expects that it will issue an aggregate of 35,475,113 Austral Shares to the Revelo Shareholders
under the Transaction.
Completing the Transaction will, among other things, require the approval of at least two-thirds (66⅔
percent) of the votes cast by Revelo Shareholders at a special meeting expected to take place in early
January 2021 (the "Revelo Meeting"). Revelo Shareholders representing approximately 51.6% of the
issued and outstanding Revelo Shares have entered into voting and support agreements with Austral in
support of the Arrangement. The board of directors of Revelo has unanimously approved the
Arrangement and will recommend that Revelo Shareholders vote in favour of the Arrangement.
There will be no changes to the Board of Austral as a consequence of the Transaction. Completion of the
Transaction will not require approval of the shareholders of Austral.
Completion of the Transaction remains subject to the satisfaction (or waiver) of a number of conditions
precedent, including, but not limited to the following material conditions:
approval of the Revelo Shareholders at the Revelo Meeting;
obtaining all applicable regulatory approvals (including court approval in B.C., Canada); and
the absence of material adverse changes to Revelo or Austral.
The Arrangement Agreement includes covenants typical of transactions of this nature, including with
respect to non-solicitation and right to match. In addition, Revelo and Austral have each agreed to pay a
termination fee of US$500,000 to the other party upon the occurrence of certain events.
If all conditions precedent for completion of the Transaction are satisfied or waived, the Transaction is
expected to close during January 2021.
Austral's Chief Executive Officer, Stabro Kasaneva, said; "We are very pleased to have entered into the
definitive Arrangement Agreement with Revelo. The addition of Revelo's assets to our portfolio, including
three projects located close to our pre-existing Guanaco/Amancaya mining complex is strategic, and
provides us with a leading role in the Paleocene-Eocene Belt in Chile. In addition, we believe this prolific
mineralized belt is underexplored for precious metals."
Revelo's Chairman, Michael Winn, commented; "The signing of the definitive Arrangement Agreement
with Austral represents the next step in what is an incredibly attractive deal for Revelo's shareholders.
We look forward to the successful completion of this Transaction."
Full details of the Arrangement will be included in the management information circular of Revelo
describing the matters to be considered at the Revelo Meeting which is expected to be mailed to the
Revelo Shareholders in December 2020. Copies of the management information circular and
Arrangement agreement will be made available on SEDAR (
www.sedar.com
).
ABOUT AUSTRAL
Austral Gold Limited is a growing gold and silver mining, development and exploration company building
a portfolio of quality assets in Chile, the US and Argentina. Its flagship Guanaco/Amancaya project in
Chile is a gold and silver producing mine with further exploration upside. Austral also holds the Casposo
Mine (San Juan, Argentina), a 26.46% interest in the Rawhide Mine (Nevada, USA) and an attractive
portfolio of exploration projects including the Pingüino project in Santa Cruz, Argentina (100% interest)
and the San Guillermo and Reprado projects near Amancaya (100% interest). With an experienced local
technical team and highly regarded major shareholder, Austral's goal is to continue to strengthen its
asset base through acquisition and discovery. Austral Gold Limited is listed on the TSX Venture
Exchange (TSXV: AGLD), and the Australian Securities Exchange. (ASX: AGD). For more information,
please consult Austral's website at (
www.australgold.com
).
ABOUT REVELO
Revelo Resources Corp. is a Canadian company listed on the TSX Venture Exchange (TSXV: RVL).
Revelo holds interests in a substantial portfolio of gold-silver and copper projects located along world-
class mineral belts in northern Chile. Discounting the eight properties in the process of being sold to
West Pacific Ventures Corp., as described above, Revelo's land holdings include four projects focused
on gold and silver totalling approximately 38,000 hectares, together with three projects focused on
copper-gold totalling approximately 30,000 hectares, and represents an important portfolio in the country
with many highly-prospective indicators of precious metals and copper porphyry mineralization,
including, in some cases, historic drill intercepts. Additionally, Revelo has a 15% equity interest in a
private company, Atacama Copper Exploration Ltd., and will have a 19.9% equity interest in the new
spin-out venture involving West Pacific Ventures Corp. provided that transaction closes.
For more information, please visit Revelo's website at (
www.reveloresources.com
)
.
On behalf of Austral Gold Limited:
"Stabro Kasaneva"
CEO
On behalf of Revelo Resources Corp.:
"Timothy J Beale"
President & CEO
Release approved by the Chief Executive Officer of Austral Gold Limited,
Stabro Kasaneva
For Further Information please contact:
Jose Bordogna
Chief Financial Officer
Austral Gold Limited
+54 (11) 4323 7558
Timothy J Beale
President & CEO
Revelo Resources Corp.
+1-604-687-5544
Ben Jarvis
Director
Austral Gold Limited
+61 413 150 448
Forward Looking Statements
Statements in this news release that are not historical facts are forward-looking statements. Forward-
looking statements are statements that are not historical and consist primarily of projections - statements
regarding future plans, expectations and developments. Words such as "expects", "intends", "plans",
"may", "could", "potential", "should", "anticipates", "likely", "believes" and words of similar import tend to
identify forward-looking statements. Forward-looking statements in this news release include, without
limitation, the timing and ability of Austral and Revelo to complete the Transaction (if at all); completing
the Transaction on the terms in the Arrangement Agreement; the timing of the Revelo Meeting; the
expected timing and contents of the of the management information circular of Revelo; the ability of
Austral and Revelo to satisfy the conditions precedent, including obtaining all required regulatory
approvals, to completing the Transaction.
These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and
other factors that could cause actual events or results to differ from those expressed or implied,
including, without limitation, approval of the Transaction by Revelo Shareholders at the Revelo Meeting;
the ability of the parties to receive, in a timely manner, the necessary regulatory and other third party
approvals; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the
Transaction; the ability of Austral to realize the assumed benefits of the Transaction; business integration
risks; commodity price fluctuations; political or economic instability and regulatory changes; currency
fluctuations; the state of the capital markets especially in light of the effects of the novel coronavirus;
uncertainty in the measurement of mineral reserves and resource estimates; potential labour unrest;
reclamation and closure requirements for mineral properties; unpredictable risks and hazards related to
the development and operation of a mine or mineral property that are beyond Austral's or Revelo's
control; the availability of capital to fund all of the Austral and Revelo projects and other risks and
uncertainties identified under the heading "Risk Factors" in Austral's continuous disclosure documents
filed on the ASX and on SEDAR. Readers are cautioned that the foregoing list is not exhaustive of all
factors and assumptions which may have been used. Austral and Revelo cannot assure readers that
actual events, performance or results will be consistent with these forward-looking statements, and
management's assumptions may prove to be incorrect. Austral's and Revelo's forward-looking
statements reflect current expectations regarding future events and operating performance and speak
only as of the date hereof and Austral and Revelo do not assume any obligation to update forward-
looking statements if circumstances or management's beliefs, expectations or opinions should change
other than as required by applicable law.
For the reasons set forth above, readers should not place undue reliance on forward-looking statements.
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 news release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained herein.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/68145