TORONTO, ONTARIO--(Marketwired - Aug. 20, 2015) - Oban Mining Corporation (TSX:OBM) ("Oban"), Eagle Hill Exploration Corporation (TSX VENTURE:EAG) ("Eagle Hill"), Ryan Gold Corp. (TSX VENTURE:RYG) ("Ryan") and Corona Gold Corporation (CSE:CRG) ("Corona" and, together with Oban, Eagle Hill and Ryan, the "Parties") are pleased to announce that at their respective special meetings of shareholders held earlier today, the shareholders of each of Eagle Hill, Ryan and Corona voted in favour of the respective special resolutions to approve the arrangement (the "Arrangement") in connection with the proposed business combination pursuant to which Oban will acquire all of the common shares of each of Eagle Hill, Ryan and Corona. The Arrangement was approved by 99.97% of votes cast by shareholders of Eagle Hill (99.96% after excluding the votes required to be excluded in accordance with the requirements of TSX Venture Exchange Policy 5.9, which adopts Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), 96.08% of the votes cast by shareholders of Ryan (91.89% after excluding the votes required to be excluded in accordance with the requirements of MI 61-101) and 95.75% of the votes cast by shareholders of Corona (89.56% after excluding the votes required to be excluded in accordance with the requirements of MI 61-101).
Eagle Hill is also pleased to announce that shareholders of Eagle Hill voted in favour of the special resolution to approve the proposed continuance (the "Continuance") of Eagle Hill from British Columbia to Ontario under the provisions of the Business Corporations Act (Ontario). The Continuance is a preliminary step to the Arrangement and it is a condition to the implementation of the Arrangement that the Continuance shall have been completed. The Continuance was approved by 99.71% of votes cast by shareholders of Eagle Hill. Following the Eagle Hill meeting, articles of continuance were filed in Ontario, and the Continuance was effected August 20, 2015.
In addition, the shareholders of Oban voted in favour of the ordinary resolution to approve the Arrangement, the proposed concurrent private placement of common shares of Oban ("Oban Shares") to Osisko Gold Royalties Ltd (the "Osisko Private Placement"), and the issuance of the maximum number of Oban Shares and warrants of Oban that may be issued in connection with the Arrangement and the Osisko Private Placement (the "Share Issuance Resolution") as well as a special resolution to approve the proposed consolidation of the Oban Shares on the basis of one post-consolidation Oban Share for each 20 pre-consolidation Oban Shares (the "Consolidation"). The Consolidation was approved by 99.94% of votes cast by shareholders of Oban, and the Share Issuance Resolution was approved by 99.97% of votes cast by shareholders of Oban.
A copy of the complete report of voting results of Oban will be made available under Oban's issuer profile on SEDAR at www.sedar.com
Additional information concerning the Arrangement, the Continuance, the Osisko Private Placement and the Consolidation can be found in the management information circulars of each of Oban, Eagle Hill, Ryan and Corona, all of which are dated July 20, 2015 and available under the applicable Party's issuer profile on SEDAR at www.sedar.com.
Completion of the Arrangement is subject to, among other things, receiving the requisite court and stock exchange approvals, and the satisfaction of other customary conditions for a transaction of this nature.
Shareholder Questions
Shareholders who have questions regarding the Arrangement or the Consolidation may contact Laurel Hill Advisory Group, the depositary for the Arrangement and the Consolidation, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Collect outside North America); or by email at: assistance@laurelhill.com.
About Oban Mining Corporation
Oban Mining Corporation is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Oban holds an option to acquire from Northstar Gold Corp. up to a 70% interest in the Miller Project in northern Ontario pursuant to an option agreement with Northstar Gold Corp. Oban also holds options with other third parties to acquire a 100% undivided interest in the Côté Property, the Golden Dawn Project, the Hunter Property and other properties in the vicinity. Oban has additionally acquired a 100% interest in the Roach Property in northern Ontario and has a 100% undivided interest in a large area of claims in the Urban Barry area of Quebec. Oban is well financed with over $10 million in cash.
About Eagle Hill Exploration Corporation
Eagle Hill is a TSX Venture Exchange listed Canadian mineral exploration company focused on the exploration and development of the high-grade Windfall Lake gold deposit, located between Val-d'Or and Chibougamau in Quebec, Canada. The bulk of the mineralization occurs in the Main Zone, a southwest/northeast trending zone of stacked mineralized lenses, measuring approximately 600 metres wide and at least 1,400 metres long. The deposit remains open at depth and along strike. Eagle Hill completed a Preliminary Economic Assessment for the project in April 2015. Additional exploration and technical work is planned for 2015 and 2016 as the project advances toward pre-feasibility.
About Ryan Gold Corp.
Ryan is a TSX Venture Exchange listed exploration and development company that historically focused its exploration on properties in the Yukon Territory, Canada. As at May 31, 2015, Ryan Gold had approximately $21 million in cash and $800,000 in marketable securities.
About Corona Gold Corporation
Corona is a CNSX-listed resource investment company, with assets of approximately $9 million in cash and $6 million in marketable securities as at May 31, 2015.
About Osisko Gold Royalties Ltd
Osisko is an intermediate mining royalty and exploration company with two world-class gold royalty assets. These two cornerstone assets are a 5% net smelter return ("NSR") royalty on the world-class Canadian Malartic gold mine, located in Malartic, Québec, and a 2.0-3.5% NSR on the Éléonore gold mine, located in James Bay, Québec. Osisko also holds a 3% NSR royalty on the Malartic CHL property as well as a 2% NSR royalty on the Upper Beaver, Kirkland Lake and Hammond Reef gold exploration projects in Northern Ontario.
Osisko's head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of the business combination described herein, the expected timing of the closing of the transactions and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Parties and other information that is not historical facts.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Parties, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Parties to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; ability of Oban to complete further acquisitions; environmental risks; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Parties cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Parties nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Parties do not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.