Viva Gold concerned holders say vote against GPY deal 2021-04-28 18:19 ET - News Release
Mr. Robert Baker reports
CONCERNED SHAREHOLDERS URGE VIVA GOLD SHAREHOLDERS TO VOTE AGAINST PROPOSED ARRANGEMENT WITH GOLDEN PREDATOR MINING
A group of Viva Gold Corp. shareholders holding in aggregate approximately 9.3 per cent of the outstanding shares of Viva, led by Humewood Ventures Corp., of Vancouver, B.C., and its affiliates, wish to express their concerns with respect to the proposed plan of arrangement between Viva and Golden Predator Mining Corp. (GPY), as described in Viva's management information circular containing information as of March 25, 2021, in respect of the special meeting of Viva shareholders scheduled to be held on May 3, 2021.
Shareholders of Viva are being asked to vote at the meeting on a very dilutive share exchange arrangement which Humewood believes is not in the best interests of the company and Viva shareholders.
In order for the proposed arrangement to happen, however, Viva needs the support of 66.67 per cent of all the votes cast on the special resolution at the meeting. Humewood intends to vote against the proposed arrangement and urges other Viva shareholders to do the same. To do so, please vote against the proposed arrangement using the form of proxy or voting information form provided to Viva shareholders by management with the Viva circular in advance of the voting deadline of Thursday, April 29, 2021, at 2 p.m. PT. Humewood is not asking shareholders to give Humewood their proxies, nor to appoint Humewood as proxy holder. Humewood simply urges you to vote. Every vote counts, no matter how many shares you own.
Viva shareholders who have previously voted their proxies in favour of the proposed arrangement and wish to change their vote can do so by submitting a later-dated proxy prior to the voting deadline. The later-dated proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded as revoked, provided the last proxy is submitted by the voting deadline noted above. Furthermore, the company's articles of incorporation, which are posted under the company's profile on SEDAR, provide that proxies may be revoked by an instrument in writing signed by the shareholder or the shareholder's legal personal representative that is either a) received at the registered office of the company at any time up to and including the last business day before the meeting, or b) provided at the meeting to the chair of the meeting before the vote is taken.
Humewood also wishes to advise Viva shareholders that, although the notice of meeting attached to the Viva circular discloses that the meeting is to be held at 302-8047 199 St., Langley, B.C., V2Y 0E2, Canada, and that Viva shareholders would be permitted to register to attend, Viva has advised Humewood that a public health order is in place that prohibits Viva from hosting the meeting in person. To Humewood's knowledge, Viva has not provided shareholders with notice of any alternative manner in which the company proposes to permit registered shareholders to attend at, or vote at the meeting. As a result, Humewood again urges shareholders to vote their proxies prior to the voting deadline to allow their voices to be heard.
Advisers
Humewood Ventures has retained Farris LLP to act as legal advisers on its behalf.
Additional information
Information in support of public broadcast solicitation
Humewood is not asking shareholders to give Humewood their proxies, nor to appoint Humewood as proxy holder. The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. In connection with the meeting, Humewood or the concerned shareholders may later elect to may file a dissident information circular and solicit proxies in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, Humewood is voluntarily providing the disclosure required under Section 9.2(4) of National Instrument 51-102 -- Continuous Disclosure Obligations in accordance with Canadian securities laws applicable to public broadcast solicitations.
The information contained herein and any subsequent solicitation made by the Humewood or the concerned shareholders in advance of the meeting or any subsequent general meeting of shareholders, is or will be, as applicable, made by Humewood and not by or on behalf of the management of Viva. All costs incurred in connection with this broadcast, or for any future solicitation will be borne by Humewood, provided that, subject to applicable law, Humewood may seek reimbursement from Viva of Humewood's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred.
Humewood is not soliciting proxies from Viva shareholders generally in connection with the meeting at this time. Humewood may in the future engage the services of one or more agents and authorize other persons to assist in soliciting proxies from Viva shareholders generally. Any proxies so solicited by or on behalf of Humewood, including by any other agent retained by Humewood, may be solicited pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
The Viva circular discloses that the registered address of Viva is located at suite 1200-750 West Pender St., Vancouver, B.C., V6C 2T8. A copy of this press release may be obtained on Viva's SEDAR profile.