TORONTO, June 26, 2024 (GLOBE NEWSWIRE) — Treasury Metals Inc. (TSX: TML; OTCQX: TSRMF) (“Treasury Metals” or the “Company”) is pleased to announce that at its annual and special meeting of shareholders (the “Meeting”) held earlier today, the Company’s shareholders voted overwhelmingly in favour of certain matters relating to the proposed plan of arrangement involving the Company and Blackwolf Copper and Gold Ltd. (“Blackwolf”) pursuant to which the Company will acquire all of the common shares of Blackwolf (the “Arrangement”), as well as certain annual general matters.
A total of 77,138,926 common shares (“Shares”) were voted in person or represented by proxy at the Meeting, representing approximately 41.13% of the votes attached to all the outstanding Shares as at the record date of the Meeting.
| Resolution | Number of Shares | Percentage of Votes Cast | ||
| For | Withheld/Abstain | For | Withheld/Abstain | |
| Arrangement Share Issuance Issuance of up to 113,149,040 Shares as consideration for the Arrangement |
70,275,013 | 350,329 | 99.50 | 0.50 |
| Financing Share Issuance Issuance of up to 55,700,000 Shares in connection with the Company’s non-brokered private placement |
70,278,846 | 346,496 | 99.51 | 0.49 |
| Continuance Continuance of the Company out of Ontario and into British Columbia |
66,453,435 | 4,171,907 | 94.09 | 5.91 |
| Election of Non-Arrangement Directors (if the Arrangement is not completed): | ||||
| James Gowan | 69,881,236 | 744,106 | 98.95 | 1.05 |
| Jeremy Wyeth | 69,837,964 | 787,378 | 98.89 | 1.11 |
| Michele Ashby | 69,878,566 | 746,776 | 98.94 | 1.06 |
| Paul McRae | 69,852,045 | 773,297 | 99.91 | 1.09 |
| Margot Naudie | 66,011,838 | 4,613,504 | 93.47 | 6.53 |
| Christophe Vereecke | 69,878,306 | 747,036 | 98.94 | 1.06 |
| Approval of Non-Arrangement Incentive Plan Approval of new omnibus equity incentive plan if the Arrangement is not completed |
65,865,686 | 4,759,659 | 93.26 | 6.74 |
| Election of Arrangement Directors (effective upon completion of Arrangement): | ||||
| James Gowan | 69,892,877 | 732,465 | 98.96 | 1.04 |
| Michele Ashby | 69,892,065 | 733,277 | 98.96 | 1.04 |
| Andrew Bowering | 69,881,091 | 744,251 | 98.95 | 1.05 |
| Morgan Lekstrom | 69,876,790 | 748,552 | 98.94 | 1.06 |
| Robert McLeod | 69,814,874 | 810,468 | 98.85 | 1.15 |
| Paul McRae | 69,812,826 | 812,516 | 99.85 | 1.15 |
| Margot Naudie | 65,947,774 | 4,677,568 | 93.38 | 6.62 |
| Jeremy Wyeth | 69,855,789 | 769,553 | 98.91 | 1.09 |
| Approval of Arrangement Incentive Plan Approval of new omnibus equity incentive plan effective upon completion of the Arrangement and listing of Shares on the TSX Venture Exchange |
69,766,465 | 858,877 | 98.78 | 1.22 |
| Re-appointment of Auditors Re-appointment of RSM Canada LLP as auditors of the Company and authorization for the Board to fix their remuneration |
76,800,795 | 160,883 | 99.79 | 0.21 |
The report of voting results will be made available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
In addition to the approval by Treasury Metals shareholders, Blackwolf securityholders approved the Arrangement at the special meeting of Blackwolf securityholders held earlier today. The Arrangement is expected to be completed on or about July 3, 2024, subject to approval by the Supreme Court of British Columbia and satisfaction of certain other closing conditions.
For a more detailed description of the Arrangement, please refer to the Company’s management information circular dated May 27, 2024.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold-focused company with assets in Canada. Its Goliath Gold Complex (which includes the Goliath, Goldlund and Miller deposits) is located in Northwestern Ontario. For information on the Goliath Gold Complex, refer to the technical report, prepared in accordance with NI 43-101, entitled “Goliath Gold Complex – NI 43-101 Technical Report and Prefeasibility Study” and dated March 27, 2023 with an effective date of February 22, 2023, led by independent consultants Ausenco Engineering Canada Inc. The technical report is available on SEDAR+ at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on the Company website at www.treasurymetals.com.
Contact:
| Jeremy Wyeth President & CEO |
Orin Baranowsky CFO |
| Treasury Metals Inc. T: +1 416-214-4654; Toll-free: +1-855-664-4654 Email: ir@treasurymetals.com |
|
Cautionary Note Regarding Forward-Looking Information
This news release includes certain “forward-looking information” and “forward-looking statements” (collectively, forward-looking statements”) within the meaning of Canadian and United States securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “potential”, “feasibility”, “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.
Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, expected timing and completion of the Arrangement; the strengths, characteristics and expected benefits and synergies of the Arrangement; receipt of court approval; obtaining TSX and TSXV acceptance to complete the Arrangement; the expected delisting of Blackwolf shares from the TSXV; the composition of the post-Arrangement board and management team of the combined company; completion of the proposed consolidation; expectations regarding the potential benefits and synergies of the Arrangement and the ability of the combined company to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; expectations relating to future exploration, development and production activities; expectations relating to costs; expectations regarding financial strength, free cash flow generation, trading liquidity, and capital markets profile; expectations regarding future exploration and development, growth potential for Treasury Metals’ and Blackwolf’s operations; availability of the exemption under Section 3(a)(10) of the United States Securities Act of 1933 to the securities issuable in the Arrangement; the companies’ assessments of, and expectations for, future business activities and operating performance; expectations regarding the completion of the concurrent financing on substantially the same terms announced or at all; exploration and production for precious metals; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of mineral resource, production and cost estimates; health, safety and environmental risks; worldwide demand for gold and base metals; gold price and other commodity price and exchange rate fluctuations; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental regulations. Actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits may be derived therefrom and accordingly, readers are cautioned not to place undue reliance on the forward-looking information.
