CopAur Minerals Completes Acquisition Of New Placer Dome Gold With Overwhelming Shareholder Support Of 99.5%
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CopAur Minerals Completes Acquisition Of New Placer Dome Gold
With Overwhelming Shareholder Support Of 99.5%
News Release - Vancouver, BC – May 13, 2022: CopAur Minerals Inc. (TSXV: CPAU) (“ CopAur”) and
New Placer Dome Gold Corp. (TSXV: NGLD) (“ New Placer Dome”) are pleased to announce the
completion of the previously -announced plan of arrangement under the Business Corporations Act
(British Columbia) (the “Arrangement”). Under the Arrangement, CopAur acquired all of the issued and
outstanding common shares of New Placer Dome (“NGLD Shares”) and New Placer Dome became a direct,
wholly-owned subsidiary of CopAur.
Maximilian Sali, CEO, founder and director of New Placer Dome, commented: “I want to thank all our
shareholders for the support they have given since our IPO just over three years ago. As one of the
largest shareholders and supporters of the company I look forward to working with the incoming
management constituting of both The Metals Group and specifically Jeremy Yaseniuk to advance these
excellent assets that I believe are undervalued. We acquired these assets in New Placer Dome and now
they are in Copaur. I will continue to support the new company as an investor and director of Copaur
and look forward to realizing their full value.”
Jeremy Yaseniuk, CEO of Cop Aur Minerals commented: “ I want to thank the shareholders of New
Placer Dome and CopAur Minerals, as well as the Board of Directors for their overwhelming support
in this transaction. We believe this acquisition benefits all stakeholders involved and it is my desire to
rapidly advance these assets and continue to generate shareholder value.”
Transaction Details
Under the terms of the Arrangement, former New Placer Dome shareholders received 0.1182 of a
common share of CopAur for every one (1) outstanding NGLD Share (the “ Exchange Ratio”) held. All
outstanding stock options of New Placer Dome were exchange d for options of CopAur and all
warrants of New Placer Dome became exercisable to acquire common shares of CopAur, in amounts
and at exercise prices adjusted in accordance with the Exchange Ratio, all in accordance with the
terms of the Arrangement.
Following completion of the Arrangement, CopAur has 48,778,958 common shares issued and
outstanding.
Upon closing of the Arrangement, all directors and officers of New Placer Dome resigned. New Placer
Dome’s former chief executive officer, Maximilian Sali, has joined the board of CopAur as a director,
and Kristopher J. Raffle, B.Sc., P.Geo., a former director of New Placer Dome, has joined CopAur as
vice president of exploration.
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With New Placer Dome now a wholly-owned subsidiary of CopAur, the NGLD Shares will be de-listed
from the TSX Venture Exchange effective as of the close of business on May 16, 2022. CopAur also
intends to submit an application to the applicable securities regulators to have New Placer Dome
cease to be a reporting issuer and terminate its public reporting obligations.
Full details of the Arrangement and certain other related matters are set out in the management
information circular of the New Placer Dome dated April 7, 2022 (the “Information Circular”). A copy of
the Information Circular can be found under New Placer Dome’s profile on SEDAR at www.sedar.com.
Former New Placer Dome shareholders who require assistance with the completion of the letter of
transmittal are advised to contact Computershare Investor Services Inc., the depositary for the
Arrangement, by telephone (tollfree) at 1-800-732-8683.
Early Warning Reporting
By virtue of its acquisition of all the issued and outstanding NGLD Shares under the Arrangement,
CopAur is required to file an early warning report pursuant to National Instrument 62-103 – The Early
Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the Early Warning
Report will be filed on CopAur’s SEDAR profile at www.sedar.com.
About CopAur Minerals
CopAur is a Canadian exploration company focused on advancing its combined portfolio of gold and
gold-copper projects located in British Columbia and Nevada. Backed by a dynamic and experienced
team of resource sector professionals, including members of Benchmark Metals Inc. and Thesis Gold
inc. on its advisory board. CopAur Shares are listed on the TSXV ( Symbol: CPAU) and on the OTCQX
(Symbol: COPAF).
For more information, please contact:
CopAur Minerals Inc.
Jeremy Yaseniuk, Chief Executive Officer & Director
Tel: +1 (604) 773-1467
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
This news release contains statements that contain ‘forward-looking information’ within the meaning
of Canadian securities legislation. Often, but not always, forward-looking statements can be identified
by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such
words and phrases, or state that certain actions, events or results "may","could", "would", "might" or
"will" be taken, occur, or be achieved. Forward- looking statements are based on the opinions and
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estimates of management at the time the statements are made and are subject to known and
unknown risks, uncertainties and other factors which may c ause the actual results, performance or
achievements of CopAur and New Placer Dome as a combined company to be materially different from
any future results, performance or achievements expressed or implied by the forward looking
statements. Factors that could cause actual results to differ materially from those anticipated in these
forward-looking statements are described under the caption "Risk Factors" in the Annual Information
Form of New Placer Dome dated as of May 26, 2021, and in the Information Circular, which are
available for view on SEDAR at www.sedar.com.
Forward-looking information in this news release includes statements with respect to the de-listing of
the New Placer Dome Shares from the TSX Venture Exchange, the submission of an application to have
New Placer Dome cease to be a reporting issuer, and statements about the expectations and plans for
the combined company, There can be no assurance that forward- looking statements will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements. Accordingly, the reader is cautioned not to place undue reliance on forward- looking
statements. Forward-looking statements contained herein are made as of the date of this news release
and neither CopAur nor New Placer Dome undertakes to update any forward- looking information,
except as required by applicable securities laws.