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Amarilo reminds shareholders of agent cutoffs in connection with a special meeting to approve the acquisition of Canadian Business Journal by Hocksilt

February 23, 2022 (GLOBE NEWSWIRE) — Amarillo Gold Corporation (“Amarillo” or “Company”) (TSXV: AGC, OTCQB: AGCBF) has become a shareholder (collectively, “shareholder”), Hochschild Mining PLC. In connection with the proposal for the acquisition of Amarillo (“Trading”) by (“Hochschild”) in connection with a special shareholder meeting (“Meeting”) to be held on March 1, 2022 at 11:00 am (Eastern Time). ) Is 11:00 am (Eastern time) on February 25, 2022.

All shareholders are encouraged to vote for their shares at meetings. Amarilo’s Board of Directors unanimously recommends that shareholders vote in favor of a resolution approving the Transaction.

For shareholders, please refer to the Management Information Circulation (hereinafter referred to as “Circulation”) dated January 27, 2022 for details of the General Assembly and the Transaction. Circular has been submitted to SEDAR by Amarillo and is available from Amarillo’s profile at www.sedar.com.

Additional information about the meeting

The notice contains disclosures regarding the application of Multilateral Treaty 61-101 – Protection Whether minority securities holders of special transactions (“MI61-101”), in particular our “related parties”, are entitled to “collateral benefits” in connection with the transaction.

“Collateral Benefits” (defined in MI 61-101) include benefits that Amarilo’s “related parties” are entitled to receive as a result of the arrangement. This includes, but is not limited to, salary increases and lump sum payments. Abandonment of securities or payment of other benefits related to services as an employee, director or consultant of Amarilo. MI 61-101, in the sense of collateral benefits, provides per-securities payments of the same amount and format as the rights of the general body of Canadian holders of the same class of securities, and specific benefits to the relevant parties received. Exclude. Only in connection with the services of the issuer’s employees or directors, the issuer’s affiliates, or the affiliated parties as successors to the issuer’s business, (a) the benefits as a whole are granted for the purposes. If not, in part, to increase the value of the consideration paid to the parties concerned for the securities abandoned under the transaction. (B) The awarding of profits is not subject to, by its terms, the relevant parties supporting the transaction in any way. (C) Full details of profits are disclosed in the transaction disclosure document. (D) (i) At the time of the transaction, the relevant parties and their affiliates will advantageously own, control or exercise less than 1% of the issued securities of each class of issuer’s shares. , Or (ii) the relevant party discloses to the Independent Committee of the Issuer, based on the terms of the transaction, the amount of consideration that he or she expects to be entitled to in exchange for the shares in his or her favor. To do. The Independent Committee, which acts in good faith, determines that the value of the profit after deducting the offsetting costs to the relevant parties is less than 5% of the value of the consideration received by the relevant parties in accordance with the terms and conditions of the transaction. It is a stake in favor and the decisions of the Independent Committee are disclosed in the transaction disclosure document.

Circular stipulates that, due to the application of the above exceptions, the collateral benefits that a Director or Officer may receive for the purposes of MI 61-101 are not or are not considered “collateral benefits”. Circular also discloses details and amounts of all incidental benefits that a director or officer may receive. However, Mike Matchler, President and Chief Executive Officer of the Company, will receive collateral benefits as a result of the transaction, and for the purposes of MI61-101, the transaction appears to be a “business combination”. On the day Amarilo entered into the agreement in connection with the Transaction, Mr. Matchler held 2,887,858 shares of Amarilo, which is 0.75% of the total number of issued shares. Mr. Matchler also holds 5,900,000 fully vested stock options, which on a partially diluted basis (Mr. Matchler exercised all stock options, but other conversions of Amarilo. Equivalent to 2.2% of total Amarilo shares (assuming the securities were not exercised or converted). ..

That is, the Arrangement Resolution (as defined in the Circular) is approved by a majority of the votes cast, except for votes on the shares of a company that Mr. Mutchler effectively owns or exercises control or direction. Must be done. .. This approval adds to the requirement that the arrangement resolution be approved by at least two-thirds of the votes at the shareholders’ meeting, voting as a single class. Therefore, all references to the required approvals of the Arrangement Resolution by Circular Shareholders shall be supplemented to include a majority of the above minority approvals. Given the small portion of Amarillo’s stake owned by Mutchler, we do not expect it to be difficult to incorporate a majority of minority approvals.

About Amarillo

Amarillo Gold Corporation is a Canadian company focused on researching and developing two gold projects in Brazil. The Labras Dosul project in the research stage of Rio Grande do Sul and the Posse Gold project in the development stage of the Mararosa property in Goias.

Amarilo is traded on the TSXV under the AGC symbol and on the OTC QB under the AGCBF symbol. Follow Amarillo on LinkedIn. twitterYouTube, and www.amarillogold.com

contact address information

Disclaimer
Neither the TSX Venture Exchange nor its Regulatory Service Providers (as defined in the TSX Venture Exchange Policy) are responsible for the validity or accuracy of the content of this news release.

Language of forward-looking statements and cautions
The specific information provided in this news release constitutes a forward-looking statement. Specifically, this news release discusses (i) the expected timing of the Amarillo Shareholders’ Meeting to approve the arrangement, (ii) the expected timing of the end of the arrangement, and the prospects for exploration and development of Lavras SpinCo. , Contains a statement about the future outlook. , And (iv) LavrasSpinCo’s planned exploration and development activities.

Forward-looking statements are based on certain important expectations and assumptions. Regarding the expected timing of the Amarilo Shareholders’Meeting, these include expectations and assumptions regarding the time required to convene the Shareholders’ Meeting and complete and circulate relevant information. With respect to the expected timing of termination of the arrangement, these include expectations and assumptions regarding the timely receipt of all necessary court, shareholder and regulatory approvals, and the fulfillment of all other conditions for termination of the arrangement. increase. For the rest of the forward-looking statements, these include capital availability, success in future drilling and development activities, Lavras SpinCo’s contractual rights, general commodity prices and economic conditions, labor. And availability of services, ability to transport and market production, timing of completion of infrastructure and transportation projects, access to weather and drilling sites.

Amarilo believes that the expectations and assumptions underlying the forward-looking statement are reasonable at the time of preparation, but Amarilo cannot give any assurance that they will prove correct, so in the future. You should not place excessive reliance on your outlook statement. .. Forward-looking statements, by their very nature, carry inherent risks and uncertainties as they correspond to future events and circumstances. Actual results may differ significantly from what is currently expected due to many factors and risks. With respect to the timing of the completion of the arrangement, these include the risk that the required court, shareholder and regulatory approvals will not be obtained in a timely manner, with or without acceptance by the parties, and the risk of other conditions being completed. increase. The arrangement is not met. There is no guarantee that the arrangement will end at the scheduled time or at all. With respect to Lavras SpinCo’s exploration and development prospects, Lavras SpinCo’s planned exploration and development activities, as well as such factors and risks, include, but are not limited to: Commodity price fluctuations; Exploration and development drilling test results and performance, exchange rate fluctuations. Uncertainty in historical resource estimates and undeveloped land value estimates. Environmental and other regulatory changes. Risks associated with mineral manipulation. And other factors. Many are beyond the control of Amarilo. These and other risks are detailed in Amarilo’s recent management discussion and analysis, as well as in the annual information form for the year ended December 31, 2019. These have been submitted to SEDAR and can be found in Amarilo’s profile at www.sedar.com.

Forward-looking statements contained in this news release are current as of this document. Except as required by applicable securities law, Amarilo is obliged to publicly update or revise any forward-looking statement made in this document or otherwise as a result of new information, future events, etc. Shall not bear.

This news release does not constitute an offer to sell or buy securities, but an offer, solicitation, or sale in a state or jurisdiction where such offer, solicitation, or sale is illegal. It’s not a thing. Securities distributed in accordance with the arrangement have not been and will not be registered under the Securities Act of 1933.US Securities Act”), Or may not be offered or sold in the United States without registration or the applicable tax exemption from the registration requirements of the US Securities Act and the applicable state securities law. Securities distributed in accordance with the arrangement are offered and sold in the United States in accordance with the registration tax exemption set forth in Section 3 (a) (10) of the US Securities Act and similar tax exemptions under applicable state securities law. increase.

Available PDFs: http: //ml.globenewswire.com/Resource/Download/65f2f568-6751-46b5-91a4-60df997e67c9


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Amarilo reminds shareholders of agent cutoffs in connection with a special meeting to approve the acquisition of Canadian Business Journal by Hocksilt

Source link Amarilo reminds shareholders of agent cutoffs in connection with a special meeting to approve the acquisition of Canadian Business Journal by Hocksilt

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