NEVADA KING ANNOUNCES EXECUTION OF ARRANGEMENT AGREEMENT FOR SPIN-OUT OF NON-ATLANTA CLAIMS PORTFOLIO
The Spin-Out will provide investors with an ownership stake in two separate specialized companies. Nevada King will continue to focus exclusively on the advancement of the
"We are pleased to progress with this exciting opportunity for the Company and its shareholders. Creating a standalone focused company holding Nevada King's large portfolio of claims along the
The Spin-Out will be completed as part of a strategic reorganization to unlock value in Nevada King's large portfolio of mineral claims in the
The Spin-Out will proceed by way of a statutory plan of arrangement (the "Arrangement") pursuant to the Business Corporations Act (
Completion of the proposed Spin-Out will be subject to approval of the Nevada King shareholders, and the approvals of the
Nevada King has executed an arrangement agreement whereby the business of Nevada King will be reorganized into two companies. In connection with the Arrangement, Nevada King will apply for an interim order from the
The Arrangement involves, among other things, the distribution of SpinCo Shares to Nevada King shareholders such that each shareholder will hold: (i) one new common share of Nevada King for each common share of Nevada King held immediately prior to the effective time of the Arrangement; and (ii) one-thirtieth of one SpinCo Share for each common share of Nevada King held immediately prior to the effective time of the Arrangement. Immediately following completion of the Arrangement, which is expected to occur in late July, Nevada King's shareholders, other than any dissenting shareholders, will own 100% of
After careful consideration, the Board of Directors has unanimously determined that the Arrangement is fair to shareholders and is in the best interests of the Company. A description of the various factors considered by the Board of Directors in arriving at this determination will be provided in the Circular.
After closing of the Arrangement, new Nevada King shares will continue trading on the TSXV in
Nevada King is the third largest mineral claim holder in the
The scientific and technical information in this news release has been reviewed and approved by
Resource Category |
Tonnes (000s) |
(ppm) |
Contained Au |
(ppm) |
Contained Ag |
Measured |
4,130 |
1.51 |
200,000 |
14.0 |
1,860,000 |
Indicated |
6,910 |
1.17 |
260,000 |
10.6 |
2,360,000 |
Measured + Indicated |
11,000 |
1.30 |
460,000 |
11.9 |
4,220,000 |
Inferred |
5,310 |
0.83 |
142,000 |
7.3 |
1,240,000 |
Table 1. NI 43-101 Mineral Resources at the |
Please see the Company's website at www.nevadaking.ca.
Neither the
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, completion of the Spin-Out, TSXV approval of the Spin-Out, the date of the Meeting, and the benefits of the proposed Spin-Out are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Nevada King, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability to complete proposed exploration work, the results of exploration, continued availability of capital, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Nevada King does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
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