KORE Mining Shareholders Overwhelmingly Approve Spin-Out of British Columbia Exploration Assets Creating Karus Gold High Grade Gold Discovery Provides Catalyst for Exploration Spin Out
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TSXV - KORE OTCQX - KOREF
KORE Mining Shareholders Overwhelmingly Approve
Spin-Out of British Columbia Exploration Assets Creating Karus Gold
High Grade Gold Discovery Provides Catalyst for Exploration Spin Out
Vancouver, BC J anuary 20, 2021 - KORE Mining Ltd. (TSXV: KORE | OTCQX : KOREF) (“ KORE” or the
“Company”) is pleased to announce th at with respect to its special meeting of shareholders held today
(the “ Meeting”), all of the resolu tions were duly passed, including the special resolution (the
“Arrangement Resolution”) to approve the proposed plan of arrangement (the “Arrangement”) pursuant
to which KORE will spin-out its British Columbia exploration assets to Karus Gold Corp. (“Karus Gold”).
KORE CEO Scott Trebilcock commented, “With the recent high-grade gold discovery at FG Gold of 14.35
meters of 6.44 g/t gold and drill results across 1.8 kilometers of strike from 14 pending holes, Karus is
strongly positioned to attract capital and generate sig nificant value for shareholders. We are excited to
see Karus’ assets exposed to the valuation forces for a pure play explorer with high grade drill results in
an excellent jurisdiction.”
Pursuant to the Arrangement, the owners of common shares of KORE as of the close of business on the
day before (anticipated to be January 22, 2021) the effective date of the Arrangement (anticipated to be
January 25, 2021) will receive: (i) one -half of a common share of Karus Gold and (ii) one new common
share of KORE , for each common share of KORE held on the day before the effective date of the
Arrangement.
There is no change to a shareholder’s ownership of KORE as a result of the completion of the Arrangement.
The majority of shareholders (those who hold their shares through their broker) will receive their Karus
shares with no further action. Please contact the Company if you do not get your Karus shares by mid -
February. Further information on the Arrangement can be found on the Company’s website
www.koremining.com.
Mr. Trebilcock continued, “ Karus Gold will now raise seed capital in a rights offering . This is a rare
opportunity for shareholders to access seed round financing usually reserved for industry insiders. Karus
then plans to list its shares on the TSX Venture Exchange later in the first half 2021, subject to regulatory
approvals.”
The Arrangement Resolution required and received approval by more than: (i) 662/3% of the votes cast by
the KORE shareholders present in person or represented by proxy; and (ii) 50 % of the votes cast by the
KORE shareholders other than those required to be excluded pursuant to Multilateral Instrument 61-101.
Closing of the Arrangement remains subject to final court approval as well as other customary closing
conditions. Assuming the timely completion of these conditions, the Company expects the Transaction to
close on January 25, 2021.
At the Meeting, KORE shareholders also approved: (i) the stock option plan for Karus Gold; (ii) the omnibus
share compensation plan for Karus Gold; and (iii) the advance notice policy for Karus Gold.
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This year, in light of the ongoing COVID-19 pandemic, the Meeting was held by way of virtual only format
whereby shareholders participated in the Meeting remotely. Voting for each of the resolutions was by
ballot.
KORE wishes to clarify its Management Information Circular dated December 18, 2020 in connection with
the Meeting (the “ Circular”). The Circular referred to a “Distribution Record Date” to be on or about
January 22, 2021. To clarify, the reference to this date is not a “record date” but an anticipated date for
determining which KORE shareholders will be eligible to receive the consideration disclosed in the
paragraph above, pending approval and completion of the Arrangement.
About KORE Mining
KORE is 100% owner of a portfolio of advanced gold exploration and development assets in California and
British Columbia. KORE is supported by strategic investor Eric Sprott who owns 26% of KORE’s basic
shares. KORE management and Board are aligned with shareholders, owning an additional 38% of the
basic shares outstanding. KORE is actively developing its Imperial and Long Valley gold project s and is
aggressively exploring across its portfolio of assets.
Further information on the Arrangement and KORE can be found on the Co mpany’s website at
www.koremining.com/Karus or by contacting us at [email protected] or 888-455-7620.
On behalf of KORE Mining Ltd
“Scott Trebilcock”
Chief Executive Officer
Karus Gold Spin Out Investor Support
David Jan
1-888-455-7620
KORE Investor Relations
Arlen Hansen, KIN Communications
1-888-684-6730
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 Statement Regarding Forward-Looking Information
This news release contains forward-looking statements relating to the future operations of the Company and Karus
Gold and other statements that are not historical fac ts. Forward-looking statements are often identified by terms
such as "will", "may", "plan", "should", "anticipate", "expects", “intends”, “indicates” and similar expressions. All
statements other than statements of historical fact, included in this release, including, without limitation, statements
regarding the future plans and objectives of the Company and Karus Gold are forward-looking statements. Forward-
looking statements in this news release include, but are not limited to, the expected timeline and date of completion
of the Arrangement, the ability of KORE to receive and obtain court approval, the ability of the parties to satisfy, in
a timely manner, the other conditions to closing of the Arrangement, the future listing of Karus Gold and the
expected timeline and completion of the anticipated Karus rights offering. There can be no assurance that the
Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news
release. The Arrang ement could be modified or terminated in accordance with its terms. Such forward -looking
statements, and any assumptions upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business. Management believes that these assumptions are reasonable.
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Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking information.
Such factors include, among others: the Arrangement will be completed on the terms currently contemplated, the
Arrangement will be completed in accorda nce with the timing currently expected without any undue delay, all
conditions to the completion of the Arrangement will be satisfied or waived in due course and the Arrangement
Agreement will not be terminated prior to the completion of the Arrangement, a ssumptions and expectations
related to the trading price of KORE and the future listing of Karus Gold, and other expectations and assumptions
concerning the Arrangement.
In addition to the above summary, additional risks and uncertainties inherent to the Company and its operations are
described in the “Risk Factors” section of the Company’s management discussion and analysis for the year ended
December 31, 2019, prepared as of April 27, 2020, available under the Company’s issuer profile on www.sedar.com.
Other risks and uncertainties include, among other things: the Arrangement may not be completed on the terms, or
in accordance with the timing currently contemplated, or at all; the Company and Karus Gold has incurred expenses
in connection with the Arrangement and will be required to pay for those expenses regardless of whether or not the
Arrangement is completed; the Company and Karus Gold may not be successful in satisfying the conditions to the
Arrangement; the possi bility of adverse reactions or changes in business relationships resulting from the
announcement or completion of the Arrangement; the failure to realize the expected benefits of the Arrangement;
and other risks inherent to KORE’s current business and/or f actors beyond its control which could have a material
adverse effect on KORE or the ability to consummate the Arrangement.
Forward-looking statements contained herein are made as of the date of this news release and the Company
disclaims any obligation to update any forward -looking statements, whether as a result of new information, future
events or results, except as may be required by applicable securities laws. There can be no assurance that forward-
looking information 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 forward- looking
information.