New Placer Dome Gold Corp. Files Special Meeting Materials For Arrangement With Copaur Minerals Inc.
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New Placer Dome Gold Corp. Files Special Meeting Materials For
Arrangement With Copaur Minerals Inc.
News Release - Vancouver, BC – April 12, 2022: CopAur Minerals Inc. (TSXV: CPAU)
(“CopAur”) and New Placer Dome Gold Corp. (TSXV: NGLD) (“New Placer Dome”)
are pleased to announce that New Placer Dome has filed on SEDAR and commenced
sending materials to its shareholders (the “ NGLD Shareholders”), including the
management information circular of the New Placer Dome dated April 7, 2022 (the
“Information Circular”), for the special meeting of NGLD Shareholders (the “Meeting”)
to be held on May 6, 2022 in connection with the contemplated acquisition by CopAur
of all of the issued and outstanding common shares of New Pl acer Dome (“NGLD
Shares”) by way of a plan of arrangement under the Business Corporations Act
(British Columbia) (the “Arrangement”) pursuant to an arrangement agreement
dated March 7, 2022, as amended (the “ Arrangement Agreement”). Assuming
completion of the Arrangement, New Placer Dome will become a wholly -owned
subsidiary of CopAur.
Materials for the Meeting, including the Information Circular, are available under New
Placer Dome’s profile on SEDAR at www.sedar.com and on New Placer Dome’s website
at www.newplacerdome.com.
Under the terms of the Arrangement Agreement, CopAur has agreed to issue to NGLD
Shareholders 0.1182 common shares of CopAur for every one (1) outstanding NGLD
Share (the “ Exchange Ratio ”) held, pursuant the Arrangement. All outstand ing
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. C ompletion of the Arrangement is subject to certain conditions
including (i) the approval of the Supreme Court of British Columbia, (ii) the approval
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of the Arrangement by not less than two-thirds (66⅔%) of the votes cast by NGLD
Shareholders, and (iii) a s imple majority of the votes cast by the minority NGLD
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) approv al by all applicable regulatory
authorities, including the TSX Venture Exchange (“TSXV”).
Your Vote is Important
Information regarding attending and voting at the Meeting is included in the
Information Circular. If you require assistance with voting your N GLD Shares you
may contact New Placer Dome by telephone at: 1-604-367-8771.
Benefits of the Arrangement
• Experienced Leadership. The senior executive team of CopAur , comprising
of directors, advisors and consultants have extensive experience in capital
raising. The combined company will be managed by an award-winning team
of professionals who stand for technical excellence, painstaking project
selection and uncomprom ising corporate governance; with the proven
ability to generate significant shareholder appreciation.
• Liberty Gold Corp. in Favor of Transaction. Liberty Gold Corp. (“ Liberty
Gold”) is a 14.84% shareholder of New Placer Dome and is in full support of
the Arrangement and will be a significant shareholder of the combined
company.
• Enhanced Market Profile. The Arrangement will create a larger, well-funded,
gold-copper exploration company with an enhanced market and growth
profile that will be well positioned to benefit from exploration success across
the combined portfolio of assets.
• Geographic Diversification. The combined company will have a diverse,
highly prospective portfolio of assets in two of North America’s most prolific
mining jurisdictions that provide the potential to pursue year-round
exploration programs.
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• Significant Exploration Upside. Significant upside potential through a
combined multi -asset exploration portfolio ranging from resource -
development to high -potential exploration, including Carlin -style
mineralization at the Kinsley Project (as defined below) and Bolo Project (as
defined below) and gold-copper porphyry targets at the Williams Project (as
defined below).
• Negotiated Transaction. The Arrangement Agreement is the result of an
arm’s length negotiation process and includes terms and conditions that are
reasonable in the judgment of the boar d of directors of New Placer Dome
(the “NGLD Board”).
• Fairness Opinion. Pursuant to the fairness opinion that the NGLD Board
received from PI Financial Corp. (the “ Fairness Opinion ”), subject to
enumerated assumptions and limitations, PI Financial Corp. is of the opinion
that the consideration to be received by the NGLD Shareholders pursuant to
the Arrangement is fair, from a financial point of view, to such NGLD
Shareholders.
• Strong Balance Sheet. The combined company will be well -capitalized to
fund the advancement of the combined portfolio of assets through the
combined cash balances of both companies. The Arrangement provides
NGLD Shareholders with the opportunity to participate in a combined
company with greater access to capital.
• Advancement of Kinsl ey Project. The Arrangement will result in CopAur
being able to make the final cash and share payments to Liberty Gold under
the Kinsley Option Agreement (as defined in the Information Circular), which
will result in CopAur acquiring Liberty Gold’s 79.99% equity interest in Kinsley
Gold LLC. The combined company will continue to advance the flagship
Kinsley Project.
How to vote your shares
Whether or not you plan to attend the Meeting, we encourage you to vote
promptly, but no later than 10:00 a.m. (Vancouver time) on May 4, 2022 or two
Business Days prior to any adjournment of the Meeting . Registered and non -
registered NGLD Shareholders are instructed to vote as follows:
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Voting Method Registered Shareholders
If your shares are held in your
name and represented by a
physical certificate or DRS
statement.
Non-Registered
Shareholders
If your shares are held with
a broker, bank or other
intermediary
Internet
@
Go to www.investorvote.com.
Enter the 15-digit control number
printed on the form of proxy and
follow the instructions on screen.
Go to www.proxyvote.com.
Enter the 16-digit control
number printed on the
voting instruction form
(“VIF”) and follow the
instructions on screen.
Telephone
North American Toll-Free
Number:
1.866.732.8683
Call the phone number
listed on the VIF. Enter the
16-digit control number
and follow the interactive
voice recording instructions
to submit your vote.
Fax
Complete, date and sign the
proxy and fax it to
1.416.263.9524 or
1.866.249.7775
Complete, date, and sign
the VIF and fax it to the
number listed on the VIF.
Enter voting instructions, sign
and date the form of proxy and
return your completed form of
proxy in the enclosed postage
paid envelope to:
Computershare Investor Services
Inc.
8th Floor, 100 University Avenue
Enter your voting
instructions, sign and date
the VIF, and return the
completed VIF in the
enclosed postage paid
envelope.
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Toronto, Ontario, M5J 2Y1
Read the Information Circular
All NGLD Shareholders are urged to read the Information Circular and related
materials for additional and more detailed disclosures of the material information
regarding the Arrangement, including risk factors, and tax and securities law
considerations. If you have questions or concerns about the impacts of the
Arrangement on your personal circumstances, then you should consult your
financial and other advisors.
Recommendation of the Board of New Placer Dome
The NGLD Board, based in part on the Fairness Opinion, unanimously recommends
that the NGLD Shareholders vote FOR the Arrangement.
About CopAur Minerals
CopAur Minerals is a Canadian base d TSXV -listed copper -gold mining company
whose primary asset is the 100% -owned Williams Gold -Copper property (the
“Williams Project ”) that spans across 5,159 hectares of land package in
Northeastern British Columbia. The Williams Project is a highly prospe ctive
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 the Williams Project includes 6,759 meters of diamond drilling over 31
holes, rock and soil sampling, trenching and geophysical surveys.
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
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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 (the “ Kinsley Project ”) located 90 km south of the Lon g
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 grad ing 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 (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 ma nagement and technical team
consisting 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 geopolit ically
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:
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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New Placer Dome Gold Corp.
Maximilian Sali, Chief Executive Officer & Director
Tel: 604 367 8117
Email: [email protected]
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this news release has been prepared as at April 12, 2022. This
news release contains ‘forward -looking information’ within the meaning of
Canadian securities legislation. Forward looking information in this news release
includes statements about the comp letion, timing and potential benefits of the
Arrangement. 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 contemplat ed 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 timi ng for these
events being delayed; the possible failure to realize anticipated synergies, combined
technical expertise or other benefits of the transaction; and other risks and
uncertainties detailed in the Information Circular. Readers should not place un due
reliance on the forward-looking information contained in this news release. Neither
CopAur nor New Placer Dome undertakes to update any forward -looking
information, except as required by applicable securities laws.
Investors are cautioned that, except as disclosed in the Information Circular, any
information released or received with respect to the business combination may not
be accurate or complete and should not be relied upon.