Sabina Gold & Silver Corp. (TSX:SBB; OTCQX: SGSVF) (“Sabina” or
the “Company”) is pleased to announce that at a special meeting of
shareholders held earlier today (“the Meeting”), Sabina
shareholders voted overwhelmingly in favour of the special
resolution, (the Arrangement Resolution”) approving the previously
announced proposed acquisition by B2Gold Corp. (“B2Gold”) of all of
the issued and outstanding common shares of the Company by way of a
plan of arrangement under section 288 of the Business
Corporations Act (British Columbia) (the “Proposed
Transaction”).
The Arrangement Resolution was approved by
approximately 88.65% of the votes cast by Sabina shareholders at
the Meeting, with shareholder turnout of 73.01%. Detailed voting
results for the Arrangement Resolution are as follows:
|
Total Votes |
Percentage of Votes Cast |
Votes For |
362,010,080 |
88.65% |
Votes Against |
46,339,451 |
11.35% |
Total Votes Cast |
408,349,531 |
100.00% |
“I would like to express my sincere appreciation
to Sabina’s stakeholders for their support in advancing this
incredible project,” said Bruce McLeod, President & CEO.
“Without their backing, and the significant talent of our Sabina
employees over the years, the Back River Gold District would not be
the world class asset that it is today. B2Gold’s involvement as an
intermediate producer with greater financial capacity provides
additional de-risking of the project and leaves Sabina shareholders
with a meaningful stake in the combined Company. As an all
share-based transaction, the implied value of the offer is $2.20
per share or $1.2 billion (at yesterday’s close). Following the
positive outcome of the shareholder vote today, we look forward to
working closely with B2Gold to close this transaction on or about
April 19, 2023.”
Sabina’s financial advisors in connection with
the Proposed Transaction are BMO Capital Markets and Cormark
Securities Inc., its Canadian legal counsel is Blake, Cassels &
Graydon LLP and its United States legal counsel is Skadden, Arps,
Slate, Meagher & Flom LLP.
None of the securities to be issued pursuant to
the Agreement have been or will be registered under the United
States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any state securities laws, and any securities
issued in the Proposed Transaction are anticipated to be issued in
reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
For a more detailed description of the Proposed
Transaction, please review the Company’s management information
circular dated March 10, 2023 available under Sabina’s issuer
profile on www.sedar.com or on the
Company’s website
at www.sabinagoldsilver.com.
SABINA GOLD & SILVER
CORP
Sabina Gold & Silver Corp. is an emerging
gold mining company that owns 100% of the district scale, advanced,
high grade Back River Gold District in Nunavut, Canada.
Sabina filed an Updated Feasibility Study on its
first mine on the district, Goose, which presents a project that
will produce ~223,000 ounces of gold a year (first five years
average of 287,000 ounces a year with peak production of 312,000
ounces in year three) for ~15 years with a rapid payback of 2.3
years, with a post-tax IRR of ~28% and NPV5% of C$1.1 billion at a
gold price of US$1,600 per ounce. See “National Instrument (NI)
43-101 Technical Report – 2021 Updated Feasibility Study for the
Goose Project at the Back River Gold District, Nunavut, Canada”
dated March 3, 2021 filed under the Company’s profile on SEDAR at
www.sedar.com.
The Goose project has received all major permits
and authorizations for construction and operations.
Sabina is also very committed to its Inuit
stakeholders, with Inuit employment and opportunities a focus. The
Company has signed a 20-year renewable land use agreement with the
Kitikmeot Inuit Association and has committed to various
sustainability initiatives under the agreement.
For further information please contact:
Nicole
Hoeller, Vice-President, Communications: |
1 888
648-4218 |
|
nhoeller@sabinagoldsilver.com |
Forward Looking Information
This news release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation (the “forward-looking statements”), including, but not
limited to, statements related to the consummation and timing of
the Proposed Transaction; and the potential of B2Gold and value it
might bring to Sabina’s shareholders following the Proposed
Transaction, assuming consummation of the Proposed Transaction.
These forward-looking statements are made as of the date of this
news release. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the
future circumstances, outcomes or results anticipated in or implied
by such forward-looking statements will occur or that plans,
intentions or expectations upon which the forward-looking
statements are based will occur.
While we have based these forward-looking
statements on our expectations about future events as at the date
that such statements were prepared, the statements are not a
guarantee that such future events will occur and are subject to
risks, uncertainties, assumptions and other factors which could
cause events or outcomes to differ materially from those expressed
or implied by such forward-looking statements. Such factors and
assumptions include, among others, B2Gold’s and Sabina’s ability to
achieve timely satisfaction of conditions precedent to the Proposed
Transaction, including with respect to key regulatory, and court
approvals; B2Gold's and Sabina’s ability to carry on current and
future operations, including: the duration and effects of COVID-19
on our operations and workforce; development and exploration
activities; the timing, extent, duration and economic viability of
such operations, including any mineral resources or reserves
identified thereby; the accuracy and reliability of estimates,
projections, forecasts, studies and assessments; B2Gold's ability
to meet or achieve estimates, projections and forecasts; the
availability and cost of inputs; the price and market for outputs,
including gold; foreign exchange rates; taxation levels; the timely
receipt of necessary approvals or permits; the ability to meet
current and future obligations; the ability to obtain timely
financing on reasonable terms when required; the current and future
social, economic and political conditions; and other assumptions
and factors generally associated with the mining industry.
In addition, there are known and unknown risk
factors which could cause our actual results, performance or
achievements to differ materially from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Known risk factors include the inherent
risks, costs and uncertainties associated with integrating the
businesses successfully and risks of not achieving all or any of
the anticipated benefits of the Proposed Transaction, or the risk
that the anticipated benefits of the Proposed Transaction may not
be fully realized or take longer to realize than expected; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the arrangement agreement governing
the Proposed Transaction; the risk that the Proposed Transaction
will not be consummated within the expected time period, or at all;
as well as other risk factors and uncertainties identified and
described in more detail under the heading "Risk Factors" in
B2Gold's most recent Annual Information Form, B2Gold's current Form
40-F Annual Report and B2Gold's other filings with Canadian
securities regulators and the U.S. Securities and Exchange
Commission (the "SEC"), which may be viewed at www.sedar.com and
www.sec.gov, respectively, as well as under the heading “Risk
Factors” in Sabina’s most recent Annual Information Form which may
be viewed at www.sedar.com. Although we have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. We are under no obligation to update or
alter any forward-looking statements except as required under
applicable securities laws.
Bruce McLeod, President & CEO1800-555 Burrard
Street, Two Bentall CentreVancouver, BC V7X 1M9Tel 604
998-4175 Fax 604
998-1051http://www.sabinagoldsilver.com
Sabina Gold and Silver (TSX:SBB)
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