Stratabound to Acquire California Gold Mining Inc. to Create a Combined, Well-Capitalized, Advanced North American-Focused Gold Exploration and Development Company


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  • Acquisition consists of NI 43-101 mineral useful resource of 515,000 ounces and 364,000 ounces of gold within the Indicated and Inferred classes* respectively hosted in the flagship Fremont Gold Venture positioned within the prolific California Mom Lode Gold Belt.

TORONTO, April 21, 2021 (GLOBE NEWSWIRE) — Stratabound Minerals Corp. (TSXV: SB) (“Stratabound”) and California Gold Mining Inc. (CSE: CGM) (“California Gold”) are happy to announce that the businesses have entered right into a definitive association settlement (the “Association Settlement”), pursuant to which Stratabound has agreed to accumulate all the issued and excellent shares of California Gold by means of a court-approved plan of association below the Enterprise Firms Act (Ontario) (the “Association”).

California Gold shareholders will obtain one (1.000) Stratabound frequent share (every, a “Stratabound Share”) for every California Gold share (every, a “California Gold Share”). The trade ratio implies a consideration of $zero.223 per California Gold frequent share, based mostly on the 20-day quantity weighted common worth (“VWAP”) of the Stratabound frequent shares on the TSX Enterprise Alternate (“TSXV”) for the interval ending April 20, 2021. This represents a 104.eight% premium to the 20-day VWAP of California Gold frequent shares on the Canadian Securities Alternate (“CSE”) and a premium of 72.7% based mostly on the closing costs of each firms frequent shares on April 20, 2021.   Pursuant to the Association, Stratabound anticipates that it’s going to subject roughly 65,108,269 shares to California Gold shareholders.

The transaction is be carried out by means of a plan of association and California Gold shareholders will likely be requested to vote on the transaction at a particular assembly of shareholders (the “California Gold Assembly”) with closing anticipated to happen by July 2021. The Association is topic to the approval of the Ontario Superior Courtroom of Justice (Industrial Record), approval by no less than two-thirds of the votes solid by California Gold shareholders on the California Gold Assembly,  and, if required, minority approval after excluding the votes solid by individuals whose votes is probably not included in figuring out minority approval of a enterprise mixture pursuant to Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions.

R. Kim Tyler, Stratabound’s President, Chief Government Officer, and Director, said:

“We’re extraordinarily happy to welcome California Gold shareholders to our register and anxious to get to work advancing the Fremont Gold Venture in direction of manufacturing. Fremont offers an amazing alternative to construct properly past its present gold assets, is complimentary to our present early-stage belongings and a strong catalyst of development for each our shareholders. Our sturdy money place, concentrated long-term investor base, and group in place will permit us to instantly unlock worth on this mutually useful transaction.”

Larry Phillips, California Gold’s Interim President, Chief Government Officer, and Director, commented:

“That is a sexy provide for California Gold Shareholders with the professional forma firm being well-capitalized with a robust internet money place, shareholder base and group in place to advance the flagship Fremont Gold undertaking for the advantage of each Stratabound and California Gold shareholders.”

The California Gold Assembly is at present anticipated to be held in June 2021. No shareholder vote is required by Stratabound shareholders.

Along with the aforementioned approvals, completion of the Association is topic to different customary situations, together with the receipt of all vital regulatory and inventory trade approvals. The Association is anticipated to shut by July 2021.

The Association Settlement accommodates customary phrases and situations which embrace a break charge payable to Stratabound within the occasion California Gold doesn’t proceed.

The transaction has the total endorsement of each the Boards of California Gold and Stratabound. On December eight, 2020 California Gold introduced that it had retained Purple Cloud Securities Inc. to provoke a strategic course of to discover, overview and consider a broad vary of potential options centered on maximizing shareholder worth, together with a possible sale or merger of the corporate. The board of administrators of California Gold shaped a particular committee (the “Particular Committee”) to supervise the method and have evaluated the transaction with Stratabound within the context of that course of. The Particular Committee, following a overview of the phrases and situations of the settlement with Stratabound and consideration of a variety of components, unanimously really useful that the California Gold Board approve the transaction. After receiving the advice of the Particular Committee and recommendation from its advisors, together with a equity opinion, the California Gold Board has unanimously decided that the transaction is in the perfect pursuits of California Gold and can suggest that California Gold shareholders vote in favour of the transaction. Patrick Cronin and Vishal Gupta resigned from the Board of Administrators of California Gold instantly previous to the assembly to approve the Association Settlement.

The equity opinion was ready by INFOR Monetary and will likely be included within the administration info round (the “Round”) to be mailed to California Gold shareholders in reference to the California Gold Assembly. Previous to the execution of the Association Settlement, INFOR offered a verbal opinion that, based mostly upon and topic to the assumptions, limitations and qualifications in such opinion, the consideration to be obtained by California Gold shareholders is truthful, from a monetary perspective, to California Gold shareholders. All California Gold shareholders will likely be handled on the identical foundation and no extra consideration or profit is out there to any California Gold shareholder. In reference to the Association, all train interval for excellent choices of California Gold will likely be accelerated, and the excellent frequent share buy warrants of California Gold will likely be exchanged for alternative warrants of Stratabound exercisable to accumulate that variety of Stratabound Shares as is the same as 1.zero multiplied by the variety of California Gold Shares that the holders of the warrants so transferred and assigned would have acquired if such holders had exercised such warrants instantly previous to the efficient time of the Association.

All administrators of California Gold (representing roughly 16.four% of the at present excellent California frequent shares) have entered into customary help agreements with Stratabound to vote their shares in favour of the transaction. As well as, Romspen Funding Company and R.W. Tomlinson Ltd. have consented to the transaction below their respective mortgage agreements with California Gold and have entered into customary help agreements with Stratabound to vote their shares (representing roughly 15.three% of the at present excellent California frequent shares) in favour of the transaction.

Particulars of the transaction and the Association Settlement will likely be set out within the Round that will likely be ready and mailed to California Gold shareholders in reference to the California Gold Assembly. As properly, extra info relating to the phrases of the definitive Association Settlement, the background to the transaction, the rationale for the suggestions made by the Particular Committee of the California Gold Board and the way shareholders can take part in and vote on the California Gold Assembly will likely be offered within the Round.

Topic to the situations precedent being met; the transaction is anticipated to shut by July 2021.

Transaction Highlights:

Advantages to Stratabound Shareholders:

  • Quick acquisition of NI 43-101 mineral useful resource 515,000 ounces grading 1.71 g/t gold within the Indicated class, and an extra 364,000 ounces grading 1.44 g/t gold within the Inferred class* of a sophisticated gold undertaking with wonderful exploration upside plus growth potential at a sexy valuation;
  • Bulked-up capital markets profile in a bigger entity with publicity to a extra numerous group of institutional and retail buyers; and
  • Creation of a stronger asset and market profile platform to speed up the corporate’s said aim of turning into a gold manufacturing firm.

Advantages to California Gold Shareholders:

  • Continued publicity to the Fremont Gold undertaking with entry to an skilled technical group that intend to take the undertaking on as a flagship asset;
  • Strengthened stability sheet with a significant money place and higher entry to capital in a bigger professional forma entity; and
  • Larger buying and selling liquidity, offering publicity to a bigger and extra numerous group of institutional and retail buyers.

If the Association is accomplished, the California Gold Shares will likely be delisted from the CSE.

A replica of the Association Settlement is out there by means of California Gold’s and Stratabound’s filings with the securities regulatory authorities in Canada in SEDAR at www.sedar.com.

Not one of the securities to be issued pursuant to the Association Settlement have been or will likely be registered below america Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities legal guidelines, and any securities issued within the Association are anticipated to be issued in reliance upon obtainable exemptions from such registration necessities pursuant to Part three(a)(10) of the U.S. Securities Act and relevant exemptions below state securities legal guidelines. This information launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities.

Stratabound will file an up to date early warning report in reference to coming into into the Association Settlement and the Assist Agreements. A replica of the report will likely be obtainable below California Gold’s profile at www.sedar.com, or by contacting R. Kim Tyler, the Chief Government Officer of Stratabound at 1 (416) 915-4157.

ADVISORS

Purple Cloud Securities Inc. and INFOR Monetary are performing because the monetary advisors to California Gold in reference to the Association. Norton Rose Fulbright Canada LLP is performing as authorized counsel to California Gold and Dentons LLP is performing as authorized counsel to Stratabound in reference to the Association.

ABOUT STRATABOUND

Stratabound Minerals Corp. is a well-funded Canadian exploration and growth firm centered on gold exploration at its flagship Golden Culvert Venture, Yukon Territory and its new McIntyre Brook Venture, New Brunswick, Canada. The Firm additionally holds a major land place that hosts three base metals deposits within the Bathurst base metals camp of New Brunswick that includes the Captain Copper-Cobalt-Gold Deposit that hosts an NI 43-101 Measured and Indicated Useful resource.

Mr. R. Kim Tyler, P.Geo., President and CEO of Stratabound, and a “Certified Particular person” for the aim of NI 43-101, has reviewed and authorized the contents of this information launch.

ABOUT CALIFORNIA GOLD

California Gold Mining Inc.’s flagship Fremont gold undertaking positioned in Mariposa County, California lies inside California’s prolific Mom Lode Gold Belt. The Fremont Venture hosts a NI 43-101 mineral useful resource of 515,000 ounces grading 1.71 g/t gold within the Indicated class, and an extra 364,000 ounces grading 1.44 g/t gold within the Inferred class, at present encompassing solely the Pine Tree-Josephine zone, (*TECHNICAL REPORT ON THE FREMONT PROJECT, MARIPOSA COUNTY, STATE OF CALIFORNIA, U.S.A., Roscoe Postle Associates Inc. (RPA), 2016). The Venture hosts two historic underground gold mines throughout roughly one kilometre out of a complete 4 kilometres of strike alongside the regional Mom Lode Shear Zone extending throughout and past the Property.

FORWARD-LOOKING INFORMATION

Sure info contained on this information launch constitutes forward-looking info. All info aside from info of historic reality is forward-looking info. Using any of the phrases “intend”, “anticipate”, “plan”, “proceed”, “estimate”, “count on”, “could”, “will”, “undertaking”, “ought to”, “would”, “imagine”, “predict” and “potential” and related expressions are supposed to determine forward-looking info. This info entails recognized and unknown dangers, uncertainties and different components which will trigger precise outcomes or occasions to vary materially from these anticipated in such forward-looking info. No assurance may be provided that this info will show to be appropriate, and such forward-looking info included on this information launch shouldn’t be unduly relied upon.

The forward-looking info offered on this information launch relies upon a variety of materials components and assumptions together with, with out limitation: (a) that the Association will likely be accomplished within the timelines and on the phrases at present anticipated, if in any respect; (b) that each one vital CSE, TSXV, court docket and regulatory approvals will likely be obtained on the timelines and within the method at present anticipated; (c) that each one vital California Gold shareholder approvals will likely be obtained; and (d) common assumptions respecting the enterprise and operations of each Stratabound and California Gold, together with that every enterprise will proceed to function in a fashion in step with previous follow and pursuant to sure trade and market situations.

Ahead-looking info is topic to a variety of dangers and different components that would trigger precise outcomes and occasions to fluctuate materially from that anticipated by such forward-looking info. Specifically, the completion of the Association is topic to a variety of dangers together with, with out limitation: (a) CSE, TSXV, court docket and regulatory approvals is probably not obtained within the timelines or on the phrases at present anticipated or in any respect; (b) vital California Gold shareholder approvals is probably not obtained; (c) the Association is topic to a variety of closing situations and no assurance may be given that each one such situations will likely be met or will likely be met within the timelines required by the Association Settlement; and (d) the enterprise, operational and/or monetary efficiency or achievements of Stratabound or California Gold could also be materially totally different from that at present anticipated. Specifically, the advantages anticipated in respect of the Association are based mostly on the present enterprise, operational and monetary place of every of Stratabound and California Gold, that are topic to a variety of dangers and uncertainties. Readers are cautioned that the foregoing record of dangers, uncertainties and assumptions are usually not exhaustive.

The forward-looking info included on this information launch is expressly certified by this cautionary assertion and is made as of the date of this information launch. Neither Stratabound nor California Gold undertake any obligation to publicly replace or revise any forward-looking info besides as required by relevant securities legal guidelines.

Neither the TSXV nor its Regulation Companies Supplier (as that time period is outlined in insurance policies of the TSXV) accepts accountability for the adequacy or accuracy of this launch.

FURTHER INFORMATION

Supply: California Gold Mining Inc; Stratabound Minerals Corp.



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