Goldstrike Announces Shareholder Meeting to Approve Previously Announced Plan of Arrangement
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TSX-V: GSR
APRAF.PK
Frankfurt: KCG1
GOLDSTRIKE RESOURCES LTD.
1010 - 1130 West Pender Street
Vancouver, British Columbia
Canada, V6E 4A4
Telephone: 604 681 1820
Facsimile: 604 681 1864
IR: 604 210 2150
GoldStrikeResources.com
GOLDSTRIKE ANNOUNCES SHAREHOLDER MEETING TO APPROVE
PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT
June 2 6, 2018 – Goldstrike Resources Ltd. ("Goldstrike" or the "Company") (GSR.V) is
pleased to announce that the Supreme Court of British Columbia (the " Court") has issued an
interim order authorizing, among other things, a special meeting (the "Meeting") of the holders of
all of the issued and outstanding common shares of the Company (the " Goldstrike Shares") to
seek approval for a plan of arrangement (the " Arrangement") under the Business Corporations
Act (British Columbia), which was previously announced by the Company in its news release
dated May 16, 2018. Pursuant to the Arrangement, among other things:
Luckystrike Resources Ltd. (" Luckystrike"), a wholly -owned subsidiary of the
Company, will indirect ly acquire the Company's six 100% owned White G old District
properties, being the Lucky Strike , Hotspot, Bull's Eye , BRC, Gold Source and King 's
Ransom properties;
Goldstrike shareholders will receive one common share of Luckystrike (a "Luckystrike
Share") for every seven Goldstrike Shares held; and
Holders of Goldstrike options and warrants will exchange such securities for new options
and warrants of Goldstrike and Luckystrike, which are exercisable into shares of such
companies on their existing terms, with necessary adjustments for the Arrangement based
on the proportionate value of the White Gold District properties.
In connection with the Arrangement, Luckystrike will apply for the Luckystrike Shares to be
listed on the TSX Venture Exchange (the "Exchange") and a ny such listing will be subject to
Luckystrike fulfilling all of the requirements of the Exchange. The closing of the Arrangement is
conditional upon the Exchange approving the listing of the Luckystrike Shares.
The Meeting is currently scheduled to be held on July 26, 2018 at 10:00 a.m. (Vancouver time) at
1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, and the record
date for determining registered shareholders entitled to receive notice of and attend and vot e at
the Meeting is June 14, 2018.
The board of directors of Goldstrike has determined that the Arrangement is in the best interests
of Goldstrike for the following reasons, among others:
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The separation of the White Gold District properties into a separa te public company is
expected to position such assets to be valued on a standalone basis, which Goldstrike
believes will potentially unlock value for the Goldstrike shareholders;
The transaction will allow Goldstrike 's management to focus their efforts on its existing
strategic partnership with Newmont Mining Corporation on the Plateau Project, Yukon,
with Luckystrike's management focused on the exploration and development of the White
Gold District properties;
As a result of concurrent financings, Luckys trike is expected to have a strong balance
sheet and be well-positioned to carry out exploration and development of the White Gold
District properties; and
The transaction provides Goldstrike shareholders the optionality of participating in both
Goldstrike and Luckystrike.
The Arrangement is being carried out pursuant to an arrangement agreement (the " Arrangement
Agreement") dated May 15, 2018 between the Company and Luckystrike, and is subject to
customary conditions, including, among other things, the receipt of requisite Court approval and
the approval of at least 662/3% of the votes cast by shareholders present in person, or by proxy,
and entitled to vote at the Meeting . If such conditions are satisfied, the Company anticipates that
the Arrangement will be completed on or about July 31, 2018. If the Arrangement is approved by
shareholders at the Meeting, the Company will attend a hearing before the Court, currently
scheduled for July 30, 2018, to ask the Court to grant a final order in respect of the Arrangement.
Details regarding the terms of the Arrangement are set out in the Arrangement Agreement and
management information circular to be sent to holders of Goldstrike Shares in connection with
the Meeting (the " Circular"), each of which will be avail able under the Company's profile on
SEDAR at www.sedar.com . Shareholders are urged to carefully review the Circular and
accompanying materials as they contain important information regarding the Arrangement and its
consequences for shareholders.
Shareholders are urged to consult their financial and tax advisors regarding the particular
consequences of the Arrangement in their situation, including, without limitation, the
applicability and effect of any federal, state, local and foreign tax laws.
ON BEHALF OF THE BOARD
Terrence E. King
Chairman, President and
Chief Executive Officer
For new information from the Company 's programs, please visit Goldstrike 's website at
GoldstrikeResources.com or contact Jeff Stuart of King James Capital Corporation, handling
Investor Relations for the Goldstrike, by telephone at (604) 210 -2150 or by email a t
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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Forward-Looking Statements
Statements contained in this news release that are not historical facts are “forward -looking
information” or “forward -looking statements” (collectively, “Forward -Looking Information”)
within the meaning of applicable Canadian securities legislation. Forwar d-Looking Information
includes, but is not limited to, the timing an d completion of the Arrangement and proposed
financings of Luckystrike, the satisfaction of the conditions under the Agreement and the expected
benefits of the Arrangement. In certain case s, Forward-Looking Information can be identified by
the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to”
or variations of such words and phrases or statements that certain actions, events or results
“would”, “occu r” or “be achieved”. Although Goldstrike has attempted to identify important
factors and risks that could affect Goldstrike and may cause actual actions, events or results to
differ materially from those described in Forward -Looking Information, there may be other
factors and risks that cause actions, events or results not to be as anticipated, estimated or
intended, including, without limitation: not receiving the requisite shareholder or regulatory
approvals for completion of the Arrangement or otherwise satisfying the conditions thereto ;
failure to complete the proposed financings on acceptable terms or at all ; inherent risks involved
in the exploration and development of mineral properties; the uncertainties involved in
interpreting drill results and oth er exploration data; the potential for delays in exploration or
development activities; the geology, grade and continuity of mineral deposits; the possibility that
future exploration, development or mining results will not be consistent with Goldstrike’s
expectations; accidents, equipment breakdowns, title and permitting matters; labour disputes or
other unanticipated difficulties with or interruptions in operations; fluctuating metal prices;
unanticipated costs and expenses; uncertainties relating to the a vailability and costs of financing
needed in the future, including to fund any exploration programs on its projects; that Goldstrike
may not be able to confirm historical exploration results and other risks set forth in Goldstrike's
public filings at www.s edar.com. In making the forward -looking statements in this news release,
Goldstrike has applied several material assumptions, including the assumption that general
business and economic conditions will not change in a materially adverse manner. There can b e
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. Except as required by
law, Goldstrike does not assume any obligation to release publicly any revisions to Forward -
Looking Information contained in this news release to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.