TORONTO, May 16, 2023
/CNW/ - Superior Gold Inc. ("Superior" or the
"Company") (TSXV: SGI) (OTCQX: SUPGF) today announced that
it has scheduled a special meeting of shareholders for June 26, 2023 (the "Meeting") to vote on
its proposed acquisition by Catalyst Metals Limited
("Catalyst") (ASX: CYL) pursuant to a court-approved plan of
arrangement (the "Transaction").
Superior intends to file a management information circular in
connection with the Meeting (the "Circular") in advance of
the Meeting to outline the benefits of the Transaction. The
Circular will be mailed to Superior's shareholders and will be
filed on Superior's website at www.superior-gold.com and under
Superior's profile on SEDAR at www.sedar.com.
Superior originally announced the Transaction on February 23, 2023 and provided an update on
March 30, 2023. Superior's board of
directors has unanimously recommended that shareholders vote in
favour of the Transaction, which is subject to, among other
conditions, the approval of 66⅔ per cent of the votes cast on the
arrangement resolution by Superior shareholders present in person
or represented by proxy at the Meeting.
Catalyst has informed Superior that certain large Superior
institutional shareholders, collectively owning, as of the date
hereof, approximately 22% of the Company, have entered into binding
voting and support agreements with Catalyst. These industry leading
investors have irrevocably and unconditionally agreed to support
the Transaction and to vote in favour of the Transaction.
Catalyst controls three highly prospective gold belts in
Australia, including the Marymia
Gold Project in Western Australia,
located adjacent to Superior's Plutonic Gold Operations. As
previously announced, the Company believes that the following are
some of the benefits of the Transaction for Superior
shareholders:
- Immediate upfront premium of 62% to the closing price of
Superior on the TSXV as of February 22,
2023 and a premium of 52% to the 20-day VWAP of each of
Catalyst and Superior on the ASX and TSXV, respectively, as of
February 22, 2023;
- Ownership in a well-funded, diversified, ASX-listed producer
with proven operating and exploration capabilities, significantly
improving the scale and access to capital compared to a single
asset company;
- Ongoing exposure to future value-creating growth projects at
Plutonic plus exploration upside across the Plutonic-Marymia gold
belt;
- Access to a strong balance sheet and diversified cash flow
generation to fund and optimize Plutonic project development;
and
- Established Australian institutional investors and improved
trading liquidity.
A court date where Superior will seek to obtain an interim order
by the Ontario Superior Court of Justice (Commercial List) has been
confirmed for May 23, 2023, pursuant
to the Business Corporations Act (Ontario). More information about Catalyst is
available on its website at www.catalystmetals.com.au.
The outside date for completion of the Transaction remains
June 30, 2023, unless Superior and
Catalyst mutually agree on an extension of such date. Details
regarding these and other terms of the Transaction are set out in
the arrangement agreement between Superior and Catalyst, which was
filed on February 28, 2023 under
Superior's profile on SEDAR at www.sedar.com.
About Superior
Superior is a Canadian-based gold producer that owns 100% of the
Plutonic Gold Operations located in Western Australia. The Plutonic Gold
Operations include the Plutonic underground gold mine and central
mill, numerous open-pit projects, and an interest in the Bryah
Basin joint venture.
Forward Looking
Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws that are intended to be
covered by the safe harbours created by those laws.
"Forward-looking information" includes statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative
thereof or other variations thereof or comparable terminology.
Forward-looking information includes information with respect to
guidance as to projections, outlook, guidance, forecasts,
estimates, and other statements regarding future or estimated
financial and operational performance, gold production and sales,
revenues and cash flows, and capital costs (sustaining and
non-sustaining, including projected cash operating costs and all-in
sustaining costs), as well as statements with respect to the mine
plan, exploration, drilling, operating, and organizational matters
and activities relating to the Plutonic Gold Operations and the
Company generally, including its liquidity and capital
requirements, financial results, the filing and mailing of the
Circular and the benefits of the Transaction to be received by
Superior's shareholder upon the completion of the Transaction. By
identifying such information in this manner, the Company is
alerting the reader that such information is subject to known and
unknown risks, uncertainties, and other factors that may cause the
actual results, level of activity, performance, or achievements of
the Company to be materially different from those expressed or
implied by such forward-looking information.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made, including but
not limited to, assumptions about the Company's future business
objectives, goals, and capabilities, the regulatory framework
applicable to the Company and its operations, and the Company's
financial resources. Furthermore, such forward-looking information
involves a variety of known and unknown risks and uncertainties,
including, but not limited to, risks and uncertainties related to
(i) the available funds of the Company and the anticipated use of
such funds, (ii) the availability of financing opportunities, (iii)
legal and regulatory risks, (iv) risks associated with economic
conditions, (v) risks related to the Company's underground mining
operations, (vi) risk of litigation, (vii) risks related to the
ongoing COVID-19 pandemic, and its impact on the Company's
operations (viii) risks related to the resumption of operations at
the Main Pit Deeps project, (ix) reliance on the expertise and
judgment of senior management, and ability to retain such senior
management, * risks relating to the management of growth and other
factors which may cause the actual plans, intentions, activities,
results, performance, or achievements of the Company to be
materially different from any future plans, intentions, activities,
results, performance or achievements expressed or implied by such
forward-looking information. Readers are encouraged to refer to the
annual information form of the Company dated October 16, 2020, for a discussion of other risks
including outbreaks or threats of outbreaks of viruses, other
infectious diseases, or other similar health threats, such as the
novel coronavirus outbreak, which could have a material adverse
effect on the Company by causing operational and supply chain
delays and disruptions, labour shortages, shutdowns, inflationary
pressures on operating or capital costs, the inability to sell
gold, capital markets volatility or other unknown but potentially
significant impacts. The Company cannot accurately predict what
effects these conditions will have on the Plutonic Gold Operations
or the financial results of the Company, including uncertainties
relating to travel restrictions to the Plutonic Gold Operations or
otherwise and business closures that have been or may be imposed by
governments. If an outbreak or threat of an outbreak of a virus or
other infectious disease or other public health emergency occurs,
it could have a material adverse effect on the Company's business,
financial condition, and results of operations.
The Company cautions that there can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, investors should not
place undue reliance on forward-looking information as no assurance
can be given that any of the events anticipated by the
forward-looking information will transpire or occur, and if any of
them do so, what benefits the Company will derive therefrom. Except
as required by law, the Company does not assume any obligation to
release publicly any revisions to forward-looking information
contained in this news release to reflect events or circumstances
after the date hereof.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this release.
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SOURCE Superior Gold Inc.