News Release – Vancouver, BC – May 13, 2022: CopAur Minerals Inc. (TSXV: CPAU) (“CopAur”) and New Placer Dome Gold Corp. (TSXV: NGLD) (“New Placer Dome”) are pleased to announce the completion of the previously-announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). Under the Arrangement, CopAur acquired all of the issued and outstanding common shares of New Placer Dome (“NGLD Shares”) and New Placer Dome became a direct, wholly-owned subsidiary of CopAur.
Maximilian Sali, CEO, founder and director of New Placer Dome, commented: “I want to thank all our shareholders for the support they have given since our IPO just over three years ago. As one of the largest shareholders and supporters of the company I look forward to working with the incoming management constituting of both The Metals Group and specifically Jeremy Yaseniuk to advance these excellent assets that I believe are undervalued. We acquired these assets in New Placer Dome and now they are in Copaur. I will continue to support the new company as an investor and director of Copaur and look forward to realizing their full value.”
Jeremy Yaseniuk, CEO of CopAur Minerals commented: “I want to thank the shareholders of New Placer Dome and CopAur Minerals, as well as the Board of Directors for their overwhelming support in this transaction. We believe this acquisition benefits all stakeholders involved and it is my desire to rapidly advance these assets and continue to generate shareholder value.”
Under the terms of the Arrangement, former New Placer Dome shareholders received 0.1182 of a common share of CopAur for every one (1) outstanding NGLD Share (the “Exchange Ratio”) held. All outstanding stock options of New Placer Dome were exchanged for options of CopAur and all warrants of New Placer Dome became exercisable to acquire common shares of CopAur, in amounts and at exercise prices adjusted in accordance with the Exchange Ratio, all in accordance with the terms of the Arrangement.
Following completion of the Arrangement, CopAur has 48,778,958 common shares issued and outstanding.
Upon closing of the Arrangement, all directors and officers of New Placer Dome resigned. New Placer Dome’s former chief executive officer, Maximilian Sali, has joined the board of CopAur as a director, and Kristopher J. Raffle, B.Sc., P.Geo., a former director of New Placer Dome, has joined CopAur as vice president of exploration.
With New Placer Dome now a wholly-owned subsidiary of CopAur, the NGLD Shares will be de-listed from the TSX Venture Exchange effective as of the close of business on May 16, 2022. CopAur also intends to submit an application to the applicable securities regulators to have New Placer Dome cease to be a reporting issuer and terminate its public reporting obligations.
Full details of the Arrangement and certain other related matters are set out in the management information circular of the New Placer Dome dated April 7, 2022 (the “Information Circular”). A copy of the Information Circular can be found under New Placer Dome’s profile on SEDAR at www.sedar.com. Former New Placer Dome shareholders who require assistance with the completion of the letter of transmittal are advised to contact Computershare Investor Services Inc., the depositary for the Arrangement, by telephone (tollfree) at 1-800-732-8683.
Early Warning Reporting
By virtue of its acquisition of all the issued and outstanding NGLD Shares under the Arrangement, CopAur is required to file an early warning report pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the Early Warning Report will be filed on CopAur’s SEDAR profile at www.sedar.com.
About CopAur Minerals
CopAur is a Canadian exploration company focused on advancing its combined portfolio of gold and gold-copper projects located in British Columbia and Nevada. Backed by a dynamic and experienced team of resource sector professionals, including members of Benchmark Metals Inc. and Thesis Gold inc. on its advisory board. CopAur Shares are listed on the TSXV (Symbol: CPAU) and on the OTCQX (Symbol: COPAF).
For more information, please contact:
CopAur Minerals Inc.
Jeremy Yaseniuk, Chief Executive Officer & Director
Tel: +1 (604) 773-1467
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 release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains statements that contain ‘forward-looking information’ within the meaning of Canadian securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”,”could”, “would”, “might” or “will” be taken, occur, or be achieved. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CopAur and New Placer Dome as a combined company to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in the Annual Information Form of New Placer Dome dated as of May 26, 2021, and in the Information Circular, which are available for view on SEDAR at www.sedar.com.
Forward-looking information in this news release includes statements with respect to the de-listing of the New Placer Dome Shares from the TSX Venture Exchange, the submission of an application to have New Placer Dome cease to be a reporting issuer, and statements about the expectations and plans for the combined company, There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements. Forward-looking statements contained herein are made as of the date of this news release and neither CopAur nor New Placer Dome undertakes to update any forward-looking information, except as required by applicable securities laws.