Copaur Minerals and New Placer Dome Gold Sign Definitive Agreement for Business Combination
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Copaur Minerals and New Placer Dome Gold Sign Definitive
Agreement for Business Combination
News Release - Vancouver, BC – March 8, 2022: Copaur Minerals Inc. (TSX -V: CPAU) (“Copaur”)
and New Placer Dome Gold Corp. (TSXV: NGLD) (“New Placer Dome”) are pleased to announce that
they have entered into an arrangement agreement dated March 7, 2022 (the “ Agreement”) in respect of
their previously announced business combination (for background to the Agreement, see the joint news
release issued on December 3, 2021).
Under the terms of the Agreement, Copaur has agreed to issue to New Placer Dome shareholders 0.1182
common shares for every one (1) outstanding common share of New Placer Dome (the “Exchange Ratio”)
held, pursuant to a pla n of arrangement under the Business Corporations Act (British Columbia) (the
“Arrangement”). All outstanding stock options of New Placer Dome will be exchanged for options of
Copaur and all warrants of New Placer Dome will become exercisable to acquire common shares of Copaur,
in amounts and at exercise prices adjusted in accordance with the Exchange Ratio. This is expected to result
in Copaur issuing up to 20,759,159 new common shares and 101,662 stock options and reserving an
additional 14,843,774 new common shares for issuance in connection with the exercise of the New Placer
Dome warrants, for a combined total of up to 48,762,291 Copaur common shares outstanding and up to
23,366,152 of Copaur common shares reserved for issuance following completion of the Arrangement. The
Agreement contains customary provisions including non-solicitation, “fiduciary out” and “right to match”
provisions. The Agreement provides for payment of termination fees of $350,000 to Copaur by New Placer
Dome upon the occurrence of certain termination events.
Completion of the Arrangement is subject to certain conditions including (i) the approval of the Supreme
Court of British Columbia, (ii) the approval of the Arrangement by not less than two-thirds (66⅔%) of the
votes cast by the New Placer Dome shareholders, and (iii) a simple majority of the votes cast by the minority
New Placer Dome shareholders (excluding shareholders whose votes are required to be excluded pursuant
to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions) and
(iv) approval by all applicable regulatory authorities, including the TSX Venture Exchange (“TSXV”).
The boards of directors of Copaur and New Placer Dome, on recommendation of their respective special
committees and having received favorable fairness opinions from their respective independent financial
advisors, have each approved the Agreement, and the board of New Placer Dome will recommend to their
shareholders to vote in favour of the Arrangement. New Placer Dome intends to hold their special meeting
during April 2022 and, subject to shareholder approval and the final order of the British Columbia Supreme
Court, the parties expect to complete the Arrangement shortly thereafter.
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Copaur and New Placer Dome believe the Arrangement will bring a number of benefits for shareholders,
including geographic diversification, enhanced technical expertise, leadership and financing capability, and
a greater presence in the capital markets, and will create a leading gold-copper exploration and development
company with a portfolio of assets in two of North America’s foremost mining districts, the
Toodoggone/Golden Horseshoe mineral district of Northeastern British Columbia and the Great Basin gold
district of Nevada. The combined company will be well funded after the recently closed $5,049,285 private
placement in Copaur (see news release issued on March 2, 2022) and will be well-positioned for advancing
their combined property portfolio.
The Arrangement has the s upport of New Placer Dome ’s board, management and major shareholders, as
directors, officers and major shareholders holding an aggregate of approximately 18.6% of the issued and
outstanding common shares of New Placer Dome have entered into voting support agreements with Copaur,
pursuant to which they have agreed, among other things, to vote their New Placer Dome securities in favour
of the Arrangement.
New Placer Dome’s CEO Maximilian Sali commented: “This is an excellent outcome for New Placer
Dome and its shareholders, delivering a premium value, and will help to expediate the ongoing exploration
of gold project in both Nevada and Northern British Columbia, especially as gold breaks $2,000, the highest
price since August 2020. We are pleased to be c ombining with Copaur Minerals, a group that we are
confident has the expertise and resources to execute our vision and deliver value to our shareholders through
exploration and expansion of the combined portfolio of properties in Nevada and British Columbia.”
Copaur’s CEO Jeremy Yaseniuk commented: “This combination creates an exciting new precious metals
exploration company with a multi- asset portfolio across two of North America’s most prolific mining
jurisdictions which is well funded following completi on of Copaur Mineral’s recent financing and its
substantial in -the-money warrants. With this enhanced balance sheet and capital market profile the
combined company will be better positioned to attract additional capital and pursue broader capital market
initiatives.”
A copy of the Arrangement Agreement will be filed on SEDAR and will be available for viewing under the
profiles of Copaur and New Placer Dome at www.sedar.com. Full details regarding the Arrangement will
be provided in a special management information circular of New Placer Dome to be filed with applicable
Canadian securities regulatory authorities and mailed to New Placer Dome shareholders in accordance with
applicable Canadian securities laws.
About Copaur Minerals
Copaur Minerals is a Canadian based TSXV-listed copper-gold mining company whose primary asset is the
100%-owned Williams Gold -Copper property (“ Williams” or “ the Property”) that spans across 5,159
hectares of land package in Northeastern British Columbia. Williams is a highly prospective exploration
property which hosts a large, partially tested 3.0 km by 2.0 km gold- insoil anomaly and an early stage 1.8
km wide copper porphyry target. Historical work on Williams includes 6,759 meters of diamond drilling
over 31 holes, rock and soil sampling, trenching and geophysical surveys. Copaur Minerals remains focused
on continuing exploration at the Property.
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Qualified Person
The scientific and technical information contained in this news release regarding Copaur Minerals Inc. has
been reviewed and approved by Alvin Jackson P. Geo, a Director of Copaur Minerals Inc. and a “Qualified
Person” as defined in National Instrument 43-101.
For more information, please contact:
Copaur Minerals Inc.
Jeremy Yaseniuk, Chief Executive Officer & Director
Tel: +1 (604) 773-1467
Email: [email protected]
About New Placer Dome Gold Corp.
New Placer Dome Gold Corp. is a gold exploration company focused on acquiring and advancing gold
projects in Nevada. New Placer Dome’s flagship Kinsley Mountain Gold Project located 90 km south of
the Long Canyon Mine (currently in production under the Newmont/Barrick Joint Venture, Nevada Gold
Mines), hosts Carlin-style gold mineralization, previous run of mine heap leach production, and NI 43-101
indicated resources containing 418,000 ounces of gold grading 2.63 g/t Au (4.95 million tonnes) and
inferred resources containing 117,000 ounces of gold averaging 1.51 g/t Au (2.44 million tonnes) 1. The
Bolo Project, located 90 km northeast of Tonopah, Nevada, is another core asset, similarly hosting Carlin-
style gold mineralization. New Placer Dome also owns 100% of the Troy Canyon Project, located 120 km
south of Ely, Nevada. New Placer Dome is run by a strong management and technical team con sisting of
capital markets and mining professionals with the goal of maximizing value for shareholders through new
mineral discoveries, committed long -term partnerships, and the advancement of exploration projects in
geopolitically favourable jurisdictions.
Qualified Person
The scientific and technical information contained in this news release as it relates to New Placer Dome has
been reviewed and approved by Kristopher J. Raffle, P.Geo. (BC), Principal and Consultant of APEX
Geoscience Ltd. of Edmonton, AB, a Director of New Placer Dome and a “Qualified Person” as defined in
National Instrument 43 -101 – Standards of Disclosure for Mineral Projects. Mr. Raffle has verified the
data disclosed which includes a review of the sampling, analytical and test data underlying the information
and opinions contained herein.
For more information, please contact:
New Placer Dome Gold Corp.
Maximilian Sali, Chief Executive Officer & Director
Tel: 604 367 8117
Email: [email protected]
1 Technical Report on the Kinsley Project, Elko County, Nevada, U.S.A., dated June 21, 2021 with an effective date of May 5,
2021 and prepared by Michael M. Gustin, Ph.D., and Gary L. Simmons, MMSA and filed under New Placer Dome Gold Corp.'s
Issuer Profile on SEDAR (www.sedar.com)
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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.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this news release has been prepared as at March 7, 2022. This news release contains
‘forward-looking information' within the meaning of Canadian securities legislation. Forward loo king
information in this news release includes statements about the completion, timing and potential benefits of
the proposed business combination between Copaur and New Placer Dome. These forward- looking
statements are subject to a variety of risks and uncertainties which could cause actual events or results to
differ materially from those anticipated, including, the contemplated business combination not being
completed as a result of a number of factors including, without limitation, the shareholders of New Placer
Dome not approving the transaction, or required regulatory or court approvals not being obtained; the
expected timing for these events being delayed; the possible failure to realize anticipated synergies,
combined technical expertise or other ben efits of the transaction; or the benefits of the consolidation not
being obtained; and other risks and uncertainties. Readers should not place undue reliance on the forward-
looking information contained in this news release. Neither Copaur nor New Placer D ome undertakes to
update any forward-looking information, except as required by applicable securities laws.
Investors are cautioned that, except as disclosed in the New Placer Dome management information circular
to be prepared in connection with the bus iness combination, any information released or received with
respect to the business combination may not be accurate or complete and should not be relied upon.