Eagle Plains Receives Court Approval for Eagle Royalties Spin Out
Eagle Plains Receives Court Approval for Eagle Royalties Spin Out
Cranbrook, B.C., April 28th, 2023: Eagle Plains Resources Ltd. (TSX-V: "EPL") (the
"Company") is pleased to announce that has received final approval by the Court of
King’s Bench of Alberta ; a critical step toward the completion a plan of Arrangement
("Arrangement") under section 193 of the Business Corporations Act (Alberta) to
complete the spin -out of over 50 royalty assets of EPL into Eagle Royalties Ltd., as
more particularly described in the management information circular dated March 17 th,
2023 ("Circular"), which is available on SEDAR.
As announced previously , Eagle Plains ’ securityholders overwhelmingly approved a
special resolution put forward to approve the Arrangement at a special meeting held in
Cranbrook on April 26 th. In the aggregate, 65, 087,314 votes of EPL securityholders
were cast with respect to the special resolution approving the Arrangement, with 99.07%
of such votes cast in favour of the Arrangement. After excluding the votes as required
under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions, 98.52% of the votes cast by EPL shareholders, 100% of the votes
cast by EPL warrant holders, and 100% of the votes cast by EPL option holders were
received in favour of the Arrangement.
As outlined in the Circular, a $3MM concurrent financing is currently underway with
1386884 B.C. Ltd. ("Private Placement Financing "), which will amalgamate
("Amalgamation") with Eagle Royalties Ltd. to form the resulting issuer (" Resulting
Issuer"). The closing date for the Arrangement and Amalgamation has not yet been
established but is expected to be in or around mid-May 2023.
An application for the listing of the shares of the Resulting Issuer has been made with
the Canadian Securities Exchange ( "CSE") with the trading symbol "ER" under
reservation. The listing of the Resulting Issuer remains subject to approval of the CSE
and the satisfaction of other customary conditions as set forth in the amalgamation
agreement dated February 28, 2023, among EPL, Eagle Royalties Ltd. and1386884B.C.
Ltd.
About Eagle Plains Resources
Based in Cranbrook, B.C., Eagle Plains is a well-funded, prolific project generator that
continues to conduct research, acquire and explore mineral projects throughout western
Canada. The Company was f ormed in 1992 and is the ninth -oldest listed issuer on the
TSX-V (and one of only three that has not seen a roll-back or restructuring of its shares).
Eagle Plains has continued to deliver shareholder value over the years and through
numerous spin -outs has transferred over $100,000,000 in value directly to its
shareholders, with Copper Canyon Resources and recently Taiga Gold being notable
examples.
The Company is committed to steadily enhancing shareholder value by advancing our
diverse portfolio of projects toward discovery through collaborative partnerships and
development of a highly experienced technical team.
In late 2022 Eagle Plains announce d the formation of a separate division within the
Company: Eagle Royalties Ltd. ("ER"), which will hold many of Eagle Plains’ diverse
portfolio of royalty assets. The restructuring will enhance the valuation of Eagle Plains’
extensive royalty interests, enabling ER to market and develop its royalty assets while
seeking additional royalty acq uisition opportunities. The royalties cover a broad
spectrum of commodities on projects controlled by Cameco Corp., Iso Energy Corp.,
Denison Mines Corp., Skeena Resources Ltd. and Hecla Mining Co./Banyan Gold
Corp., among others. Eagle Plains will continu e to focus on its core business model of
acquiring and advancing grassroots critical- and precious-metal exploration properties.
Throughout the exploration process, our mission is to help maintain prosperous
communities by exploring for and discovering res ource opportunities while building
lasting relationships through honest and respectful business practices.
Expenditures from 2011 -2022 on Eagle Plains -related projects exceed $30M M, the
majority of which was funded by third-party partners. This exploration work resulted in
approximately 45,000m of diamond -drilling and extensive ground -based exploration
work facilitating the advancement of numerous projects at various stages of
development.
On behalf of the Board of Directors
"Tim J. Termuende"
President and CEO
For further information on EPL, please contact Mike Labach at
1 866 HUNT ORE (486 8673)
Email: [email protected] or visit our website at https://www.eagleplains.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains " forward-looking information " and " forward-looking statements "
(collectively, "forward-looking statements") within the meaning of the applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward-looking statements and
are based on expectations, estimates and projections as at the date of this news release. Any statement
that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as "expects", or "does
not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled",
"forecasts", "estimates", "believes", an or "intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be
achieved) are not statements of historical fact and may be forward -looking statements.
In this news release, forward-looking statements relate, among other things, to the terms and conditions
of the Arrangement or Amalgamation, the completion of the Private Placement Financing, the proposed
listing of the shares of the Resulting Issuer on the CSE, and expected closing timeline of the Arrangement
or Arrangement, and the business of the Resulting Issuer following the completion of the Arrangement
or Amalgamation. These forward -looking statements reflects the EPL's current beliefs and is based on
information currently available to it and on assumptions EPL's management believes to be fair and
reasonable. These assumptions include but are not limited to, the abilit y of the parties to complete the
Arrangement and Amalgamation, the ability of the Resulting Issuer to be listed on the CSE and, following
such listing, the Resulting Issuer's ability to meet the continued listing requirements, the ability of each
of EPL, ER and 138 to successfully secure all of the necessary approvals to complete the Arrangement
and Amalgamation, the ability for 138 to successfully raise the capital as contemplated in the news release
and successfully close the Private Placement Financing, the completion of satisfactory due diligence by
138 in relation to the Arrangement and Amalgamation; the satisfactory fulfilment of all of the conditions
precedent to the Arrangement and Amalgamation; and the receipt of all required regulatory approvals for
the Arrangement and Amalgamation.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that
may cause the actual results, level of activity, performance, or achievements to be materially different
from those expressed or implied by such forward -looking information. Such risks and other factors may
include, but are not limited to, general business, economic, competitive, political, and social uncertainties;
general capital market conditions and market price for securities; and the delay or failure to receive board,
shareholder, court, or regulatory approvals, as applicable. A description of additional risk factors that may
cause actual results to differ materially from forward -looking information can be fo und in EPL's
disclosure documents on the SEDAR at www.sedar.com. Although EPL has attempted to identify
important factors that could cause actual results to differ materially from those contained in the forward -
looking statements in this news release, ther e may be other factors that could cause results not to be as
anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not
exhaustive. There can be no assurance that such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on the forward-looking statements and information contained in this news
release. Except as required by law, EPL does not assume any obligation to update the forward -looking
statements should they change.