Falco Resources Ltd. (TSX-V: FPC) ("
Falco") and
Golden Queen Mining Consolidated Ltd. (NEX: GQM.H, OTCQB: GQMND)
("
Golden Queen") are pleased to announce that
Golden Queen shareholders approved the plan of arrangement with
Falco whereby Falco is to acquire all of the issued and outstanding
shares of Golden Queen (the “
Transaction”) at the
special meeting of shareholders held earlier today (the
“
Meeting”), approving the Transaction announced on
February 11, 2020.
The Transaction was approved by 99.64% of the
votes cast by Golden Queen shareholders, with shareholders holding
6,033,912 shares or 44.59% of the outstanding shares of the Company
present in person or represented by proxy at the Meeting.
On closing of the Transaction, Golden Queen
shareholders will receive 1.35 Falco shares for each Golden Queen
share held. The Transaction is subject to final approval by the TSX
Venture Exchange and the Supreme Court of British Columbia (the
“Court”), along with other customary conditions.
As disclosed in Golden Queen’s management information circular
dated February 20, 2020 related to the Meeting (the
“Circular”) and provided for in the Interim Order
granted by the Court in respect of the Meeting, Golden Queen
intended to apply to the Court for the Final Order on March 26,
2020. In light of the suspension of operations at the courts
in British Columbia due to Covid-19 the original court date may be
delayed. Any Golden Queen securityholder seeking to appear at the
hearing of the application for the Final Order must advise Sean K.
Boyle of Blake, Cassels & Graydon LLP by email at
sean.boyle@blakes.com. Only those persons who have advised Mr.
Boyle of their intention to appear will be provided with notice of
the new hearing date and any filed materials.
Additional information regarding the terms of
the Transaction are set out the Circular which is available under
Golden Queen’s profile at www.sedar.com.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders
in the Province of Québec, with extensive land holdings in the
Abitibi Greenstone Belt. Falco owns about approximately 67,000
hectares of land in the Rouyn-Noranda mining camp, which represents
70% of the entire camp and includes 13 former gold and base metal
mine sites. Falco’s principal asset is the Horne 5 Project located
in the former Horne mine that was operated by Noranda from 1927 to
1976 and produced 11.6 million ounces of gold and 2.5 billion
pounds of copper. Osisko Gold Royalties Ltd is the largest
shareholder of the Corporation and currently owns 19.9% of the
issued and outstanding shares of the Corporation. The Corporation
has 207,878,736 shares issued and outstanding.
For further information, please contact:
Luc Lessard President and Chief
Executive Officer 514-261-3336 info@falcores.com |
Amélie Laliberté Coordinator,
Investor Relations 418-455-4775info@falcores.com |
About Golden Queen Mining Consolidated Ltd.
Golden Queen is a company existing under the laws of the
Province of British Columbia and is a “reporting issuer” in British
Columbia, Alberta, Ontario and Québec. The Golden Queen Shares are
currently listed for trading on the NEX under the symbol “GQM.H”
and are quoted on the OTCQB under the symbol “GQMND”.
For further information, please contact:
Brenda Dayton Senior Vice President, Corporate Affairs
Telephone: (604) 417-7952bdayton@goldenqueen.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved of the information contained herein.
Cautionary Note Regarding Forward-Looking
Information
This news release contains forward-looking
statements and forward-looking information (together,
“forward-looking statements”) within the meaning of applicable
securities laws. All statements, other than statements of
historical facts, are forward-looking statements, and subject to
risks and uncertainties. Generally, forward-looking statements can
be identified by the use of terminology such as “plans”, “seeks”,
“expects”, “estimates”, “intends”, “anticipates”, “believes”,
“could”, “might”, “likely” or variations of such words, or
statements that certain actions, events or results “may”, “will”,
“could”, “would”, “might”, “will be taken”, “occur”, “be achieved”
or other similar expressions. Forward-looking statements are
subject to business and economic factors and uncertainties, and
other factors that could cause actual results to differ materially
from these forward-looking statements, including those risks and
uncertainties set out in Falco’s public documents, including in its
most recent management discussion and analysis and annual
information form filed on SEDAR at www.sedar.com, and set out
in Golden Queen’s public documents, including its most recent
management discussion and analysis and annual report filed on SEDAR
at www.sedar.com. Furthermore, should one or more of the
risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements or
information. These risks, uncertainties and other factors include,
among others, political, economic, environmental and permitting
risks, regulatory restrictions, mining operational and development
risks, litigation risks, regulatory restrictions, environmental and
permitting restrictions and liabilities, internal and external
approval risks, the anticipated benefits of the Arrangement to
Falco, Golden Queen and their respective shareholders, the exchange
ratio and value of the Falco Shares being delivered as arrangement
consideration, the timing and receipt (if at all) of the required
shareholder, court, stock exchange and regulatory approvals for the
Arrangement, the timing and ability (if at all) of Falco and Golden
Queen to satisfy the conditions precedent to completing the
Arrangement, the anticipated timing to hold the Golden Queen
Meeting, the closing of the Arrangement (if at all) and
fluctuations in currency markets (such as the Canadian dollar to
the United States dollar exchange rate). Although Falco and Golden
Queen believe that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue reliance
should not be placed on these statements, which only apply as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed times frames or at all.
Except where required by applicable law, Falco and Golden Queen
disclaims any intention or obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
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