SolidusGold Provides Transaction Update
SolidusGold Provides Transaction Update
Vancouver, British Columbia--(Newsfile Corp. - July 6, 2022) - SolidusGold Inc. (TSXV: SDC)
("
Solidus
" or the "
Company
") is announcing that further to their news releases dated November 29,
2021, and February 8, May 19, and June 20, 2022, Solidus has received the conditional approval of
TSX Venture Exchange Inc. (the "
Exchange
") in connection with the proposed reverse takeover
transaction (the "
Proposed Transaction
") with Valhalla Metals, Inc. ("
Valhalla
"). Solidus also wishes to
provide the results of its shareholder meeting held on June 21, 2022 (the "
Meeting
").
Shareholder Approval
Solidus received shareholder approval in respect of all matters set out in the Company's Management
Information Circular filed on the Company's profile on SEDAR on May 18, 2022 (the "
Circular
").
The approval of the Proposed Transaction at the Meeting included minority shareholder approval
required by Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions
("
MI 61-101
"). The approval
of the amendment of the notice of articles and the amendment
and restatement of the articles of the Company, altering the rights and restrictions of the existing class of
common shares of the Company and re-designating such class as subordinate voting shares, and
creating a class of multiple voting shares (the "
Share Capital Amendment
") at the Meeting included
both: (i) minority shareholder approval required by Section 5 of Exchange Policy 3.5; and (ii) majority
approval in accordance National Instrument 41-102 -
General Prospectus Requirements
and OSC Rule
56-501 -
Restricted Shares
. The approval of both Valhalla Mining, LLC and Marubeni Metals & Minerals
(Canada) Inc. as new control persons of the Company (the "
Control Persons
") included disinterested
shareholder approval as required by Exchange polices.
More information regarding the above matters can be found in the Circular, available on the Company's
profile on SEDAR at
www.sedar.com
.
Completion of the Transaction
The Proposed Transaction is expected to close as soon as possible after the private placement
completes.
The completion of the Proposed transaction is subject to receipt of final approval form the Exchange.
Trading Halt
The common shares of the Company continue to be halted from trading (the "
Trading Halt
"), and the
trading of the Company shares is expected to remain halted pending completion of the Proposed
Transaction.
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information within the
meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and
similar expressions are intended to identify forward-looking information or statements. In particular, this
news release contains forward-looking information relating to the Trading Halt, the Share Capital
Amendment, the Control Persons, obtaining final approval from the Exchange and the Proposed
Transaction (including obtaining necessary approvals). The forward-looking statements and information
are based on certain key expectations and assumptions made by the Company, including expectations
and assumptions concerning the completion of the Proposed Transaction, the Share Capital
Amendment, the Control Persons and the length of the Trading Halt. Although the Company believes that
the expectations and assumptions on which such forward-looking statements and information are based,
are reasonable, undue reliance should not be placed on the forward-looking statements and information
because the Company can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. Such factors which could materially affect such
forward-looking information are described in the risk factors in the Company's Circular that is available
on the Company's profile on SEDAR at
www.sedar.com
. Readers are cautioned that the foregoing list of
factors is not exhaustive. The forward-looking statements included in this news release are expressly
qualified by this cautionary statement. The forward-looking statements and information contained in this
news release are made as of the date hereof and the Company undertakes no obligation to update
publicly or revise any forward-looking statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable securities laws.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies
of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to,
Exchange final acceptance. There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Proposed Transaction, any information released or
received with respect to the Proposed Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and
has neither approved nor disapproved the contents of this news release.
For more information on the Company, please contact SolidusGold Inc.
Sorin Posescu, Chief Executive Officer
Email:
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/130153