19:45:46 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Kerr Mines Inc
Symbol KER
Shares Issued 729,352,092
Close 2014-06-23 C$ 0.035
Market Cap C$ 25,527,323
Recent Sedar Documents

ORIGINAL: American Bonanza receives shareholder OK for Kerr merger

2014-06-24 12:36 ET - News Release

See News Release (C-BZA) American Bonanza Gold Corp

Received by email:

File: American Bonanza - Finalized News Release announcing results of Special Meeting.doc

                                                                                 
AMERICAN BONANZA ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF ARRANGEMENT
June 24, 2014 - American Bonanza Gold Corp. (TSX: BZA, OTC: ABGFF) ("American Bonanza" or the "Company") is pleased to
---> announce that its shareholders have approved the proposed business combination of American Bonanza and Kerr Mines Inc
--->. ("Kerr Mines") previously announced on April 14, 2014, along with the debt settlements previously announced on May 2
--->, 2014 (the "Debt Settlement", and together with the Plan of Arrangement, the "Transaction").
The Transaction was approved by American Bonanza's shareholders at the Company's Annual General and Special Meeting (t
--->he "Meeting") held on June 20th. At the Meeting 66,657,944 votes were cast by ballot in connection with the special re
--->solution approving the Transaction with 65,725,403 votes cast for the motion (98.6%) and 932,541 votes cast against th
--->e motion (1.4%).  A Voting Results Report has been posted under American Bonanza's SEDAR profile (available at www.sed
--->ar.com).
Pursuant to the Debt Settlement, American Bonanza is expected to issue an aggregate of 886,790,228 common shares (each
--->, a "BZA Share") to settle the indebtedness at a price of $0.025 per BZA Share.
The Transaction is expected to be completed on or about June 27, 2014 upon satisfaction or waiver of all of the condit
--->ions set out in the arrangement agreement (the "Arrangement Agreement") entered into by American Bonanza, Kerr Mines, 
--->and a wholly-owned subsidiary of Kerr Mines ("Kerr Mines Subco") on April 10, 2014, including approval by the Supreme 
--->Court of British Columbia at a hearing scheduled for June 25, 2014, and the approval of the Toronto Stock Exchange (th
--->e "TSX"). Upon completion of the Transaction, Kerr Mines, through Kerr Mines Subco, will acquire all the outstanding s
--->hares of American Bonanza through the issuance of 0.53 of a Kerr Mines common share in exchange for each American Bona
--->nza common share. Following completion of the Transaction, American Bonanza will be de-listed from the TSX.
Full details of the terms of the Transaction are set out in American Bonanza's management information circular dated M
--->ay 16, 2014, which is available on SEDAR at www.sedar.com. Additional information about American Bonanza is available 
--->on its website at www.americanbonanza.com.
Neither the TSX nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this relea
--->se and has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved of the content
--->s of this press release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with t
--->his restriction may constitute a violation of U.S. Securities laws. 
Completion of the Transaction is subject to a number of conditions including but not limited to TSX acceptance, the sa
--->tisfaction or waiver of all the conditions contained in the Arrangement Agreement, and the final order from the Suprem
--->e Court of British Columbia. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be pre
--->pared in connection with the Transaction, any information released or received with respect to the Transaction may not
---> be accurate or complete and should not be relied upon.
For further information contact:
Brian Kirwin President & CEO American Bonanza Gold Corp. Email:  info@americanbonanza.com
Cautionary Statements Regarding Forward Looking Information
This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All i
--->nformation contained herein that is not clearly historical in nature may constitute forward-looking information. Gener
--->ally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "e
--->xpects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates"
---> or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, event
--->s or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking informatio
--->n is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of a
--->ctivity, performance or achievements of Kerr Mines or American Bonanza to be materially different from those expressed
---> or implied by such forward-looking information, including but not limited to: (i) the possibility that the Transactio
--->n would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) th
--->e possibility of write-downs and impairments; (v) the risk associated with exploration, development and operations of 
--->mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks a
--->ssociated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with u
--->ninsurable risks arising during the course of exploration, development and production; (x) competition faced by the re
--->sulting issuer in securing experienced personnel and financing; (xi) access to adequate infrastructure to support mini
--->ng, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulato
--->ry regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the r
--->esulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potentia
--->l conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential di
--->lution through the issue of resulting issuer common shares; (xix) the resulting issuer does not anticipate declaring d
--->ividends in the near term; (xx) the risk of litigation; and (xxi) risk management.
Forward-looking information is based on assumptions management believes to be reasonable at the time such statements a
--->re made, including but not limited to, completion of the Transaction, continued exploration activities, no material ad
--->verse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans ach
--->ieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factor
--->s as set out herein. Although American Bonanza has attempted to identify important factors that could cause actual res
--->ults to differ materially from those contained in the forward-looking information, there may be other factors that cau
--->se results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking inform
--->ation will prove to be accurate, as actual results and future events could differ materially from those anticipated in
---> such forward-looking information. Such forward-looking information has been provided for the purpose of assisting inv
--->estors in understanding Kerr Mines and American Bonanza's business, operations and exploration plans and may not be ap
--->propriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. For
--->ward-looking information is made as of the date of this press release, and American Bonanza does not undertake to upda
--->te such forward-looking information except in accordance with applicable securities laws.


File: June-24-2014-NR.pdf

                                                                                                                      
--->      
 AMERICAN BONANZA ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF
                       ARRANGEMENT

June 24, 2014 - American Bonanza Gold Corp. (TSX: BZA, OTC: ABGFF) ("American
Bonanza" or the "Company") is pleased to announce that its shareholders have approved the
proposed business combination of American Bonanza and Kerr Mines Inc. ("Kerr Mines")
previously announced on April 14, 2014, along with the debt settlements previously announced
on May 2, 2014 (the "Debt Settlement", and together with the Plan of Arrangement, the
"Transaction").

The Transaction was approved by American Bonanza's shareholders at the Company's Annual
General and Special Meeting (the "Meeting") held on June 20th. At the Meeting 66,657,944
votes were cast by ballot in connection with the special resolution approving the Transaction
with 65,725,403 votes cast for the motion (98.6%) and 932,541 votes cast against the motion
(1.4%). A Voting Results Report has been posted under American Bonanza's SEDAR profile
(available at www.sedar.com).

Pursuant to the Debt Settlement, American Bonanza is expected to issue an aggregate of
886,790,228 common shares (each, a "BZA Share") to settle the indebtedness at a price of
$0.025 per BZA Share.

The Transaction is expected to be completed on or about June 27, 2014 upon satisfaction or
waiver of all of the conditions set out in the arrangement agreement (the "Arrangement
Agreement") entered into by American Bonanza, Kerr Mines, and a wholly-owned subsidiary of
Kerr Mines ("Kerr Mines Subco") on April 10, 2014, including approval by the Supreme Court
of British Columbia at a hearing scheduled for June 25, 2014, and the approval of the Toronto
Stock Exchange (the "TSX"). Upon completion of the Transaction, Kerr Mines, through Kerr
Mines Subco, will acquire all the outstanding shares of American Bonanza through the issuance
of 0.53 of a Kerr Mines common share in exchange for each American Bonanza common share.
Following completion of the Transaction, American Bonanza will be de-listed from the TSX.

Full details of the terms of the Transaction are set out in American Bonanza's management
information circular dated May 16, 2014, which is available on SEDAR at www.sedar.com.
Additional information about American Bonanza is available on its website at
www.americanbonanza.com.

Neither the TSX nor its Regulation Services Provider accepts responsibility for the adequacy or
accuracy of this release and has in no way passed upon the merits of the Arrangement and has
neither approved nor disapproved of the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any
failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Completion of the Transaction is subject to a number of conditions including but not limited to
TSX acceptance, the satisfaction or waiver of all the conditions contained in the Arrangement
 Agreement, and the final order from the Supreme Court of British Columbia. There can be no
assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or
filing statement to be prepared in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or complete and should not be
relied upon.

For further information contact:

Brian Kirwin
President & CEO
American Bonanza Gold Corp.
Email: info@americanbonanza.com

Cautionary Statements Regarding Forward Looking Information
This press release contains "forward-looking information" within the meaning of Canadian securities legislation. All
information contained herein that is not clearly historical in nature may constitute forward-looking information.
Generally, such forward-looking information can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or 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 information is subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Kerr Mines or American Bonanza to be materially
different from those expressed or implied by such forward-looking information, including but not limited to: (i) the
possibility that the Transaction would not be completed; (ii) volatile stock price; (iii) the general global markets a
--->nd
economic conditions; (iv) the possibility of write-downs and impairments; (v) the risk associated with exploration,
development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties
and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix
--->) the
risks associated with uninsurable risks arising during the course of exploration, development and production; (x)
competition faced by the resulting issuer in securing experienced personnel and financing; (xi) access to adequate
infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with
changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various
environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays;
(xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (x
--->viii)
the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does no
--->t
anticipate declaring dividends in the near term; (xx) the risk of litigation; and (xxi) risk management.

Forward-looking information is based on assumptions management believes to be reasonable at the time such
statements are made, including but not limited to, completion of the Transaction, continued exploration activities, no
material adverse change in metal prices, exploration and development plans proceeding in accordance with plans
and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other
assumptions and factors as set out herein. Although American Bonanza has attempted to identify important factors
that could cause actual results to differ materially from those contained in the forward-looking information, there
may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance tha
--->t
such forward-looking information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking information. Such forward-looking information has been
provided for the purpose of assisting investors in understanding Kerr Mines and American Bonanza's business,
operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking information. Forward-looking information is made as of the date of this
 press release, and American Bonanza does not undertake to update such forward-looking information except in
accordance with applicable securities laws.
 


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