16:16:58 EDT Thu 18 Apr 2024
Enter Symbol
or Name
USA
CA



PC Gold Inc
Symbol PKL
Shares Issued 111,146,667
Close 2015-11-12 C$ 0.085
Market Cap C$ 9,447,467
Recent Sedar Documents

First Mining closes acquisition of Gold Canyon, PC Gold

2015-11-17 07:31 ET - News Release

See News Release (C-FF) First Mining Finance Corp

Mr. Keith Neumeyer of First Mining reports

FIRST MINING COMPLETES ACQUISITIONS OF GOLD CANYON AND PC GOLD

First Mining Finance Corp., Gold Canyon Resources Inc. and PC Gold Inc. have successfully completed their previously announced business combinations, pursuant to which First Mining has acquired all of the common shares of each of Gold Canyon and PC Gold by way of separate court-approved plans of arrangement.

Keith Neumeyer, chairman of First Mining, stated: "With the completion of these two transactions, First Mining Finance has now closed three acquisitions in less than eight months of becoming publicly traded. We plan to continue aggressively building our mineral bank by creating one of the largest portfolios of development and exploration projects in the Western hemisphere. I am delighted to welcome shareholders of both Gold Canyon and PC Gold to our exciting and rapidly growing company."

Under the terms of the Gold Canyon arrangement, each Gold Canyon shareholder is entitled to receive one First Mining common share for each common share of Gold Canyon. Unexercised Gold Canyon warrants and Gold Canyon stock options will now entitle the holder to acquire one First Mining common share for each Gold Canyon common share previously provided for. All other terms and conditions of the Gold Canyon warrants and Gold Canyon stock options will be the same, provided the First Mining replacement options will be governed by the terms of First Mining's stock option plan, except that the terms and conditions of the First Mining stock option plan relating to accelerated expiry of options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant will not apply to the replacement options and such options will instead expire on the earlier of the expiry date of the original Gold Canyon options for which they were exchanged and the date one year after the effective date of the Gold Canyon arrangement.

As part of the Gold Canyon arrangement, Gold Canyon has also transferred its early-stage non-gold exploration properties together with $500,000 in cash and certain other assets to Irving Resources Inc. (formerly 1047431 B.C. Ltd.). Under the terms of the Gold Canyon arrangement, in addition to the First Mining securities referred to above, each Gold Canyon shareholder is entitled to receive 0.03333 Irving Resources common share (rounded down to the nearest whole share) for each common share of Gold Canyon. Holders of unexercised Gold Canyon warrants are also entitled to one warrant of Irving Resources entitling the holder to purchase 0.03333 Irving Resources common share at an exercise price of 30 cents, being the fair market portion, as adjusted by the applicable Irving Resources exchange ratio and rounded to the nearest whole cent, of the exercise price per share of such Gold Canyon share purchase warrant assigned to an Irving Resources share purchase warrant rounded up to the nearest whole cent.

Under the terms of the PC Gold arrangement, each PC Gold shareholder is entitled to receive 0.2571 First Mining common share for each common share of PC Gold. Unexercised PC Gold warrants and PC Gold stock options will now entitle the holder to acquire 0.2571 First Mining common share for each PC Gold common share previously provided for, at an exercise price adjusted by the same exchange ratio. All other terms and conditions of the PC Gold warrants and PC Gold stock options will be the same, provided the First Mining replacement options will be governed by the terms of First Mining's stock option plan, except that the terms and conditions of the First Mining stock option plan relating to accelerated expiry of options on account of early termination after ceasing to hold office or ceasing to be an employee or consultant will not apply to the replacement options and such options will instead expire on the earlier of the expiry date of the original PC Gold options for which they were exchanged and the date one year after the effective date of the PC Gold arrangement. In connection with the PC Gold arrangement, First Mining has also issued an aggregate of 1,057,522 First Mining common shares to certain creditors to settle outstanding debt of PC Gold.

Registered shareholders of Gold Canyon and PC Gold will receive shares of First Mining to which they are entitled upon delivery to Computershare Trust Company of Canada of their respective share certificates and completed letters of transmittal together with other required documents. Shareholders are encouraged to contact Computershare at 1-800-564-6253 for further information concerning the exchange process. The vast majority of shareholders of Gold Canyon and PC Gold are non-registered shareholders. Non-registered shareholders do not need to deposit share certificates or letters of transmittal. In addition, holders of warrants and options of Gold Canyon or PC Gold do not need to tender their certificates representing such securities and their current certificates will now entitle the holder to acquire First Mining shares on the applicable terms described above.

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