VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 04/29/15 -- Newstrike Capital Inc. (TSX VENTURE: NES) ("Newstrike" or the "Company") advises that the previously announced plan of arrangement (the "Arrangement") involving Newstrike and Timmins Gold Corp. ("Timmins") has been approved by the shareholders of Newstrike.
Newstrike held a special meeting of shareholders (the "Newstrike Meeting") earlier today at which 98.81% of the shares represented at the Newstrike Meeting voted in favour of the Arrangement and 98.52% of the shares represented at the Newstrike Meeting excluding the shares held by the Newstrike Major Shareholders, as defined in the joint information circular of Newstrike and Timmins dated March 23, 2015, voted in favour of the Arrangement. Timmins held its annual and special meeting of shareholders earlier today at which Timmins' shareholders also voted in favour of the Arrangement. On closing of the Arrangement, all of the issued and outstanding common shares of Newstrike will be exchanged on the basis of 0.9 of a Timmins common share and C$0.0001 in cash per Newstrike common share and existing Timmins and Newstrike shareholders will own approximately 64% and 37% of the combined company, respectively.
Newstrike expects to seek a final order approving the Arrangement from the Supreme Court of British Columbia on May 1, 2015.
Assuming all other terms and conditions to the Arrangement are met, including receipt of approval or clearance from the Mexican Federal Economic Competition Commission (which clearance shall include the expiry, termination or waiver by the Mexican Federal Economic Competition Commission of all applicable waiting periods), it is expected that the Arrangement will close in mid-May, 2015.
Newstrike is a precious metal focused explorer, targeting known and historic mining districts in Mexico. Newstrike's flagship property is the Ana Paula property which is an advanced-stage, near surface gold/silver resource in the Guerrero Gold Belt. Key senior members of the Company's current management and directors have participated in Guerrero Gold Belt discoveries, including Goldcorp Inc.'s producing Los Filos Mine and Torex Gold Resources advanced stage Morelos Project in Guerrero State.
Newstrike holds a 100% interest in certain exploration properties in Mexico located within two established mining districts; the Au (Ag-Cu) skarn-porphyry camp of the Guerrero Gold Belt, and the polymetallic Pb-Zn-Ag (Au-Cu) rich epithermal camp of the mining districts of Oaxaca State.
Cautionary Statement on Forward-looking Information
Certain statements contained herein may constitute forward-looking statements (or "forward looking information") and are made pursuant to the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Forward-looking statements are statements which relate to future events. Such statements include estimates, forecasts and statements with respect to, among other things, the ability of Newstrike to consummate the Arrangement on the terms of the Arrangement Agreement.
These forward-looking statements are based on a number of assumptions, including assumptions regarding the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, stock exchange and regulatory approvals and the ability of the parties to satisfy in a timely manner, the conditions to the closing of the Arrangement; and changes in laws, rules and regulations applicable to Newstrike.
Although management of Newstrike believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement herein will prove to be accurate. Actual results and developments may differ materially from those expressed or implied by the forward-looking statements contained herein and even if such actual results and developments are realized or substantially realized, there can be no assurance that they will have the expected consequences or effects. Factors which could cause actual results to differ materially from current expectations include non-completion of the Arrangement, including due to the parties failing to receive, in a timely manner and on satisfactory terms, the necessary court, stock exchange and regulatory approvals or the inability of the parties to satisfy in a timely manner the other conditions to the closing of the Arrangement.
Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof. Except as required by applicable law, Newstrike does not intend to update any forward-looking statements to conform these statements to actual results.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Newstrike Capital Inc.
President and CEO and Director