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Golden Predator Mining Corp
Symbol GPY
Shares Issued 27,721,680
Close 2015-08-20 C$ 0.07
Market Cap C$ 1,940,518
Recent Sedar Documents

Golden Predator reappoints board, management

2015-09-02 14:36 ET - News Release

Ms. Janet Lee-Sheriff reports

GOLDEN PREDATOR ANNOUNCES BOARD AND MANAGEMENT APPOINTMENTS; PROVIDES ANNUAL GENERAL MEETING AND CORPORATE UPDATE

Golden Predator Mining Corp.'s previous directors Dennis Fentie and Greg Hayes have rejoined the company's board of directors effective Aug. 31, 2015. In addition, the board has reappointed Janet Lee-Sheriff as chief executive officer and Mr. Hayes as acting chief financial officer.

Following the appointments, the company has three directors: Mr. Fentie, Mr. Hayes and Bradley Thiele. The company anticipates that, having now met TSX Venture Exchange requirements with respect to board and management composition, the company's shares will recommence trading on the TSX-V at the opening of markets on Friday, Sept. 4, 2015.

The company also anticipates that the balance of the company's directors who resigned Aug. 20, 2015, (GPY NR15-08) will be re-elected at the company's upcoming annual and special general meeting of shareholders to be held this Friday, Sept. 4, 2015.

The reinstatements follow the company's successful negotiation with Till Capital Ltd. of amendments to the terms of Till's outstanding loan to the company originally made in April, 2014, in connection with the company's acquisition of the Brewery Creek property (GPY NR15-08).

Brewery Creek promissory note

The amended terms of the promissory note, which has an outstanding principal amount of $3.7-million, provides for: a) an extended repayment schedule, with the first annual payment of $500,000 made June 1, 2016, and subsequent annual payments of principal plus interest extending through to June, 2019; b) return to the company of the 0.5-per-cent net smelter royalty on the Brewery Creek project and a 1-per-cent NSR on the Sonora Gulch property originally granted to Till in connection with the loan; and c) a requirement that all principal and interest be paid in cash (not shares of Golden Predator). Interest will accrue on the outstanding principal amount at 6 per cent per annum through to June 1, 2016, 8 per cent per annum through to June 1, 2017, 10 per cent per annum through to June 1, 2018, and 12 per cent thereafter. As security for repayment of the loan, the company has granted Till a security interest in its Brewery Creek and 3 Aces properties.

The amendment to the loan is a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemption from the formal valuation requirement in Section 5.5(b) of MI 61-101 (as a result of its shares being listed on the TSX-V) and the exemption from the minority approval requirement in Section 5.7(f) of MI 61-101 (as a result of the transaction involving a loan without any equity component).

Annual general and special meeting

Till has agreed to withdraw its slate of board nominees advanced on Aug. 13, 2015, (GPY NR15-08) and to vote all of the company's Class A common shares held by it in support the company's original slate of nominees proposed in the company's information circular dated July 17, 2015, and filed under the company's profile on SEDAR.

Management nominees for the board of directors are as follows: William M. Sheriff, Dennis Fentie, Piers McDonald, Jesse Duke, Greg Hayes, Bradley Thiele and Barry Rayment.

Meeting location and call-in information

The company's annual and special general meeting with be held on Friday, Sept. 4, 2015, at 11 a.m. (Vancouver time) at Suite 1600, 925 W Georgia St., Vancouver, B.C.

Shareholders and interested persons are invited to attend the meeting by conference call using the following numbers:

Canada and the United States (toll-free):  1-877-385-4099

Vancouver:  604-899-2339

International:  800-8358-7111

Mexico only:  001-800-514-0357 (in case of dial-in problems 1-403-232-0994)

Participant access code:  2324751 followed by the pound symbol

William Sheriff resigns from Till Capital board and acquires 22 per cent of Golden Predator

Mr. Sheriff (former chairman of Golden Predator) has resigned his position as chairman and chief executive officer of Till effectively immediately. In lieu of the cash settlement to which he is entitled under his employment contract with Till, Mr. Sheriff has elected to receive from Till 7.1 million Golden Predator shares held by Till, comprising 22 per cent of the outstanding Golden Predator shares. Mr. Sheriff now owns 8,534,000 shares (or 26.9 per cent) of the company. This arrangement reduces Till's ownership of Golden Predator to 37.3 per cent from its previous 58.9 per cent position. Additionally, Till has granted Mr. Sheriff two assignable options, each with a term of 18 months, to acquire the balance of Till's 11,812,154 Golden Predator shares.

We seek Safe Harbor.

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