Today's news tells me...it will be time to buy again soon
Goldstrike receives TSX-V acceptance for Petro One deal
2015-12-22 11:13 ET - News Release
Also News Release (C-POP) Petro One Energy Corp
Mr. Terrence King of Goldstrike reports
GOLDSTRIKE AND PETRO ONE PROVIDE UPDATE ON BUSINESS COMBINATION
Goldstrike Resources Ltd. and Petro One Energy Corp. announced on Nov. 12, 2015, that they had entered into an agreement, providing for the acquisition by Goldstrike of all issued and outstanding shares of Petro One, to be carried out by way of a statutory arrangement involving Goldstrike, Petro One and the shareholders of Petro One.
The companies are now pleased to report that Goldstrike has received notice from the TSX Venture Exchange that the proposed arrangement has been conditionally accepted by the TSX-V.
The Companies are also pleased to report that they have entered into the definitive agreement for the Arrangement contemplated by the Letter Agreement. Accordingly, Petro One has set February 4, 2015 as the date for a special general meeting of its shareholders to be held to vote on the Arrangement and intends to apply to the Supreme Court of British Columbia for a Final Order approving the Arrangement as soon as practicable after receiving such approval. Notice of the anticipated date for a hearing of Petro One's application for such an Order, expected to be set for the week of February 8, 2016, will be included in the proxy materials for the meeting.
The Companies are also pleased to report that Goldstrike has completed its purchase of three separate 3% net smelter returns royalties on the Lucky Strike property and a 3% net smelter returns royalty on the nearby BRC property (the "Royalties") announced on December 3, 2015. The Arrangement Agreement includes a provision for the acquisition by Goldstrike of Petro One's 30% interest in the Lucky Strike property, located in the White Gold District of Yukon, approximately fifteen kilometers east of Kinross's Golden Saddle deposit. Accordingly, on completion of the Arrangement, Goldstrike will hold a 100% ownership interest in each of the Lucky Strike and BRC properties, free and clear of all royalty interests.
Goldstrike issued 75,000 shares and 75,000 warrants as consideration for the Royalties. Each warrant is exercisable to purchase one additional share for $0.10 until November 27, 2017. The shares and any shares issued on exercise of the warrants are subject to a hold period until April 11, 2016. Goldstrike is currently focused on its flagship Plateau project, but has obtained increasingly promising results from short exploration programs carried out at Lucky Strike over the past two summers.
The Companies are also pleased to report that it has received the consent of the TSXV regarding two other aspects of the Arrangement. As announced on November 12, 2015, the Arrangement includes provisions for the repricing of certain Goldstrike and Petro One share purchase warrants, and for extensions of the expiry dates of warrants which would otherwise expire before October 7, 2016 (and which have current exercise terms less than five years in length) to October 7, 2016. In that regard, Petro One has obtained the consent of the TSXV to extend the time for exercise of 2,220,001 warrants issued on December 22, 2011, which would otherwise expire on December 22, 2015, to October 7, 2016. Each of those warrants will remain exercisable to purchase one Petro One share for $0.80 until the Arrangement is completed, when the exercise price will be reduced to $0.15. Similarly, Goldstrike has obtained the consent of the TSXV to reprice outstanding stock options as provided for in the Arrangement Agreement, subject to disinterested shareholder approval to be sought at Goldstrike's 2015 Annual General Meeting on December 22, 2015. It is anticipated that the other extensions and re-pricings contemplated as part of the Arrangement will not require separate consents or approvals.
The Arrangement remains subject to final TSXV acceptance, which will be subject to filing of additional required materials, including the Arrangement Agreement, a geological report, evidence of Petro One shareholder approval and evidence of Court approval. The Arrangement Agreement differs from the Letter Agreement in two respects. First, the prohibition on Goldstrike carrying out a flow-through financing has been removed, which will permit Goldstrike to raise additional funds to finance its 2016 exploration program. Second, the exercise term of the warrants to be issued as consideration for Petro One's 30% interest in the Lucky Strike property has been extended from three years to five years.
Trevor J. Bremner, P. Geo., Chief Consulting Geologist and Goldstrike Board Member, is a qualified person (as defined by National Instrument 43-101) for Goldstrike's Yukon exploration projects and has supervised the preparation of, and reviewed and approved, the technical information in this release.