TORONTO, June 29,
2023 /CNW/ - Superior Gold Inc.
("Superior" or the "Company") (TSXV: SGI) (OTCQX:
SUPGF) and Catalyst Metals Limited ("Catalyst") (ASX:CYL)
are pleased to announce the completion of the previously announced
plan of arrangement (the "Arrangement"), whereby Catalyst
has acquired all of the issued and outstanding common shares in the
capital of the Company (the "Common Shares") by way of a
court-approved plan of arrangement under the Business
Corporations Act (Ontario).
Under the terms of the Arrangement, each former shareholder of
Superior (a "Shareholder") is entitled to receive 0.3571 of
an ordinary share in the capital of Catalyst (each whole share, a
"Catalyst Share") for each Common Share held immediately
prior to the completion of the Arrangement (the
"Consideration").
The Arrangement, which was announced on February 23, 2023, was approved by the
Shareholders at the Company's special meeting of shareholders held
on June 26, 2023 and by the Ontario
Superior Court of Justice (Commercial List) on June 28, 2023.
All registered Shareholders are encouraged to complete, sign and
return the letter of transmittal, which has been previously mailed
and is available under the Company's SEDAR profile at
www.sedar.com, with accompanying Common Share certificate(s) and
DRS advice-statement(s) (if applicable) to TSX Trust Company as
soon as possible, if they have not already done so. Non-registered
Shareholders are encouraged to contact their broker or other
intermediary for instructions and assistance in receiving the
Catalyst Shares in respect of their Common Shares.
The Catalyst Shares are listed for trading on the Australian
Securities Exchange (the "ASX"). The Company has applied to
de-list the Common Shares from the TSX Venture Exchange (the
"TSXV"), which is expected to be effective on the close of
markets tomorrow, June 30,
2023.
Filing of Technical Reports
Upon completion of the Arrangement, Catalyst became a reporting
issuer in Canada in the provinces
of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New
Brunswick, Nova Scotia,
Prince Edward Island, and
Newfoundland and Labrador. Accordingly, Catalyst intends to
file the following technical reports, each prepared in accordance
with National Instrument 43-101 - Standards of Disclosure for
Mineral Projects ("NI 43-101"), on SEDAR under its new
issuer profile, accessible at www.sedar.com:
- the technical report entitled "Henty
Gold Mine, Tasmania,
Australia, Technical Report, Report for NI 43-101" dated as
of May 9, 2023 (with an effective
date of April 30, 2023) prepared,
reviewed and approved by Sonia
Konopa, Howard Simpson, and
Millicent Canisius, each of whom is
a "qualified person" for purposes of NI 43-101, for Catalyst;
- the technical report entitled "Vango Mining Technical Report"
dated as of May 9, 2023 (with an
effective date of May 9, 2023)
prepared, reviewed and approved by Jeremy
Clark and Spera Carras, each
of whom is a "qualified person" for purposes of NI 43-101, for
Catalyst;
- the technical report entitled "Bendigo Project, Victoria, Australia, Technical Report" dated
as of June 23, 2023 (with an
effective date of June 23, 2023)
prepared, reviewed and approved by John
Collier, Charles Gianfriddo
and Sonia Konopa, each of whom is a
"qualified person" for purposes of NI 43-101, for Catalyst;
and
- the technical report entitled "2022 Mineral Resource and
Reserve Estimate for the Plutonic Gold Operations", dated as of
July 5, 2023 (with an effective date
of December 31, 2022) prepared,
reviewed and approved by Ettienne du Plessis, Karel Steyn, and Russell
Cole, each of whom is a "qualified person" for purposes of
NI 43-101, for the Company.
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.
About Catalyst
Catalyst Metals is an ASX-listed gold producer and explorer,
controlling three highly prospective gold belts. It owns and
operates the high-grade Henty Gold
Mine in Tasmania, controls
+75km of strike length immediately north of the Bendigo goldfield
and also owns the 40km long Marymia Gold Belt located in
Western Australia.
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, but is not limited to,
statements and information relating to the TSXV delisting and
effective timing thereof. By identifying such information in this
manner, the Company and Catalyst are 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 and/or
Catalyst, as applicable, 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 and Catalyst's
future business objectives, goals, and capabilities, the regulatory
framework applicable to the Company and Catalyst and their
respective operations, and the financial resources of the Company
and Catalyst. 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 inability of the Company to delist the Common Shares from
the TSXV; and (ii) other risks and uncertainties identified under
the heading "Risk Factors" in the management information circular
of Superior dated May 24, 2023,
prepared in connection with the Arrangement, which is available
under Superior's issuer profile on SEDAR, accessible at
www.sedar.com.
The Company and Catalyst caution 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 or Catalyst will derive
therefrom. Except as required by law, neither the Company nor
Catalyst assumes 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 TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accept responsibility
for the adequacy or accuracy of this release.
Early Warning Disclosure
Prior to the completion of the Arrangement, Catalyst did not
hold any Common Shares. On completion of the Arrangement, Catalyst
holds all of the outstanding Common Shares. An early warning report
will be filed by Catalyst on SEDAR (at www.sedar.com) in accordance
with applicable Canadian securities laws. To obtain a copy of the
early warning report, please contact the Corporate Secretary of
Catalyst at +61-8 6107 5878 or admin@catalystmetals.com.au.
Superior's head office is located at 70 University Avenue, Suite
1410, Toronto, Ontario, M5J 2M4.
Catalyst's head office is located at Unit 9, Churchill Court, 331-335 Hay Street,
Subiaco, Western Australia, 6008.
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SOURCE Superior Gold Inc.