Optimum Ventures Announces Securityholder Approval of Plan of Arrangement With Blackwolf Copper and Gold Ltd.
01 Septiembre 2023 - 8:53AM
Optimum Ventures Ltd. (“Optimum” or the
“Company”) (TSXV: OPV) is pleased to announce that
Blackwolf Copper and Gold Ltd.'s ("
Blackwolf")
proposed acquisition of all of the outstanding securities of the
Company by plan of arrangement (the "
Arrangement")
was overwhelmingly approved at the Company's annual general and
special meeting of securityholders held on August 31, 2023 (the
"
Meeting").
At the Meeting, Optimum securityholders were
asked to consider and approve a special resolution regarding the
proposed Arrangement (the "Arrangement
Resolution"). No dissents were received by the Company and
the Arrangement Resolution was approved by 100% of the votes cast
by Optimum securityholders at the Meeting.
Pursuant to the terms of the Arrangement,
Blackwolf will acquire all of the issued and outstanding common
shares of Optimum (“Optimum Shares”), and, in
exchange, shareholders of Optimum will receive 0.65 of a common
share of Blackwolf (“Blackwolf Shares”) for each
Optimum Share held. For complete details of the Plan of
Arrangement, interested persons are directed to Optimum’s
Information Circular filed on SEDAR+ (www.sedarplus.ca) on August
4, 2023 by Optimum under its company profile.
Closing of the Arrangement remains subject to
court approval as well as other customary closing conditions.
Assuming the timely completion of these conditions, Optimum expects
the Arrangement to close on or about September 12, 2023.
About Blackwolf
Blackwolf’s founding vision is to be an industry
leader in transparency, inclusion and innovation. Guided by our
Vision and through collaboration with local and Indigenous
communities and stakeholders, Blackwolf builds shareholder value
through our technical expertise in mineral exploration, engineering
and permitting. Blackwolf holds a 100% interest in the high-grade
Niblack copper-gold-zinc-silver VMS project, located adjacent to
tidewater in southeast Alaska as well as five Hyder Area
gold-silver and VMS properties in southeast Alaska and northwest
British Columbia in the Golden Triangle, including the
high-priority wide gold-silver veins at the Cantoo Property. For
more information on Blackwolf, please visit the their website at
www.blackwolfcopperandgold.com.
About Optimum
Optimum is a Canadian-based mineral exploration
company actively seeking opportunities in the resource sector. Its
properties and projects are all located in British Columbia and the
extensions of the Golden Triangle area of Northern British Columbia
into Alaska. The Company has an option agreement with Teuton
Resources Corp. pursuant to which Teuton has agreed to grant to
Optimum the option to acquire an up to 80-per-cent interest in the
Harry and Outland Silver Bar properties, located near Stewart,
B.C.
FOR FURTHER INFORMATION PLEASE
CONTACT:
Tyler Ross Optimum Ventures Ltd.Tel: (604)
428-6128info@optimumventures.ca
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release. No securities regulatory authority has either approved or
disapproved of the contents of this news release.
None of the securities to be issued pursuant to
the Arrangement 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 issuable in the Arrangement 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
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
Cautionary Statement Regarding
Forward-Looking Information
This press release contains “forward-looking
information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is expected”, “budget”,
“scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or
“does not anticipate”, or “believes”, or variations of such words
and phrases or state that certain actions, events or results “may”,
“could”, “would”, “might” or “will be taken”, “occur” or “be
achieved”. These forward-looking statements or information may
relate to the Arrangement, including statements with respect to the
expected timing for closing of the Arrangement and completion of
the consolidation.
Forward-looking statements are necessarily based
upon a number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Although Optimum has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information 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 information. Other factors which could materially
affect such forward-looking information are described in the risk
factors in Optimum’s most recent annual management's discussion and
analyses, and in Optimum’s management information circular dated
July 6, 2023, which have been filed with the Canadian securities
regulators and are available on the Company's profile on SEDAR+ at
www.sedarplus.ca. Optimum does not undertake to update any
forward-looking information, except in accordance with applicable
securities laws.
Such statements represent the current views of
Optimum with respect to future events and are necessarily based
upon a number of assumptions and estimates that, while considered
reasonable by Optimum, are inherently subject to significant
business, economic, competitive, political and social risks,
contingencies and uncertainties. Risks and uncertainties include,
but are not limited to the following: treatment of the Arrangement
under applicable competition laws and the Investment Canada Act;
delays or risks associated with Optimum obtaining final court
approval for the Arrangement; regulatory determinations and delays;
any impacts of COVID-19 on the business of the Company; stock
market conditions generally; demand, supply and pricing for gold
and silver; and general economic and political conditions in Canada
and other jurisdictions where the Company conducts business.
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