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Amarilo Shareholders Approve Arrangement Plan, Canadian Business Journal

Toronto, March 2, 2022 (GLOBE NEWSWIRE) — Shareholders of Amarillo Gold Corporation (“Company” or “Amarillo”) (TSXV: AGC, OTCQB: AGCBF) were previously announced at a special shareholders meeting held yesterday. Of the arrangement (“arrangement”) under the approval of the plan Business Company Act (British Columbia) Acquisition of Amarillo by Hochschild Mining PLC.

A special resolution approving the arrangement was approved by 99.99% of the votes cast by Amarilo shareholders who attended the meeting or were represented by an agent. It was also approved by 99.99% of the votes cast by Amarilo shareholders other than those attached to Amarilo shares that must be excluded in accordance with Multilateral Instrument 61-101 – Protection of minority securities holders in special transactions.. In total, 71.21% of the issued and issued Amarilo shares were voted at the meeting.

Under this arrangement, each share of Amarilo will be exchanged for a cash consideration of C $ 0.40 and one share of Lavras Goldcorp (“Lavras Spinco”), a new exploration company focused on Brazil.

Lavras SpinCo is capitalized in approximately C $ 10 million in cash and owns all of Amarilo’s assets and rights with respect to the Lavras do Sul Gold Project in Rio Grande do Sul, southern Brazil. At the special meeting, shareholders also approved Labras Spinco’s omnibus equity incentive plan.

Information on the process of exchanging Amarilo shares for consideration for an arrangement can be found in our Management Information Circular dated January 27, 2022 and is related to yesterday’s meeting. The format of the administrative information circulation and cover page for the Amarillo share exchange is available on SEDAR (www.sedar.com) and our profile on our website (www.amarillogold.com/investors/amarillo-hochschild-transaction). increase. ..

Registered shareholders of Amarilo must complete and sign the cover page and return it with a certificate / DRS advice representing shares and other necessary documents and means, as described on the cover page. ..

Unregistered Amarilo shareholders who hold shares through brokers, investment dealers, banks, trust companies, custodians, nominees, or other intermediaries or depositaries will contact the intermediary for instructions and assistance to receive consideration for the arrangement. need to do it.

This arrangement is subject to the approval of British Columbia Supreme Court and Hocksilt shareholders, as well as the fulfillment of other customary conditions. Hearing for the final order to approve the arrangement is currently scheduled for March 4, 2022, and the arrangement will end around the end of March 2022.

After the arrangement is complete, Amarilo’s shares will be delisted from the TSX Venture Exchange (“TSXV”) and OTCQB. We also expect to apply to the relevant state securities regulators to cease to be the report issuer in those jurisdictions at the end of the arrangement.

Lavras SpinCo has applied to list the common stock of Lavras SpinCo on TSXV after the arrangement is completed. Listing requires TSXV approval in accordance with the original listing requirements. TSXV does not conditionally approve the LavrasSpinCo listing application and there is no guarantee that TSXV will approve the listing of LavrasSpinCo shares.

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

Mike Matchler
President and CEO
416-294-0736
mike.mutchler@amarillogold.com
Anemaly Brissenden
Investor public relations
416-844-6284
annemarie.brissenden@amarillogold.com

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 contains forward-looking statements related to the arrangement and related final orders, as well as the expected timing of the end of the arrangement.

Forward-looking statements are based on certain important expectations and assumptions. 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.

Amarilo believes that the expectations and assumptions underlying the forward-looking statement are reasonable at the time of preparation, but Amarilo cannot provide any assurance that they will prove correct 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. There is no guarantee that the arrangement will end at the scheduled time or at all. These and other risks are detailed in Amarilo’s recent Circulation of Management Information and management discussions and analysis for the year ended December 31, 2021.

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 (the Securities Act of 1933) or the State Securities Act, and the United States will be the United States Securities Act and the applicable states. It lacks registration or applicable exemptions from the registration requirements of the Securities Act. 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/d968436b-2d29-4d2d-a761-e23753603bea


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Amarilo Shareholders Approve Arrangement Plan, Canadian Business Journal

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