12:13:30 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Mission Gold Ltd
Symbol MGL
Shares Issued 50,472,561
Close 2015-10-01 C$ 0.20
Market Cap C$ 10,094,512
Recent Sedar Documents

Mission Gold to hold shareholder meeting Dec. 21

2015-11-24 18:58 ET - News Release

Mr. David De Witt reports

MISSION GOLD MAILS MEETING MATERIALS FOR SPECIAL SHAREHOLDER MEETING TO APPROVE ARRANGEMENT WITH NORTHERN DYNASTY MINERALS

Mission Gold Ltd. has mailed the information circular and related materials for the special meeting of the shareholders and warrantholders of Mission Gold to be held on Dec. 21, 2015. The meeting materials have also been filed on SEDAR.

At the meeting, Mission Gold securityholders will be asked to consider and, if thought advisable, approve the previously announced acquisition by Northern Dynasty Minerals Ltd., a mineral exploration and development company listed on the Toronto Stock Exchange and the NYSE MKT Exchange, of all of the outstanding securities of Mission Gold pursuant to the arrangement agreement dated Oct. 30, 2015, between Mission Gold and Northern Dynasty. The proposed acquisition will be completed by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia).

Under the arrangement, each outstanding common share of Mission Gold will be exchanged for 0.55 of a Northern Dynasty common share, subject to adjustment in the event that Mission Gold's adjusted working capital at closing is less than an agreed minimum amount. The outstanding Mission Gold warrants will be exchanged for replacement warrants to purchase Northern Dynasty shares on the basis of one replacement warrant for each whole Mission Gold share that the Mission Gold warrants are exercisable to acquire, at an exercise price per Northern Dynasty share equal to 110 per cent of the exercise price of the Mission Gold warrant.

The board of directors of Mission Gold has determined that the arrangement is fair, from a financial point of view, to Mission Gold securityholders and is in the best interests of Mission Gold. Accordingly, the board unanimously approved the arrangement and recommends that Mission Gold securityholders vote their securities in favour of the arrangement.

All of the directors and officers and certain shareholders of Mission Gold (who hold, in total, approximately 49 per cent of the issued and outstanding Mission Gold shares and approximately 15 per cent of the votes that may be cast by warrantholders, both calculated on a non-diluted basis) have entered into support agreements with Northern Dynasty pursuant to which they have agreed, among other things, to support the arrangement and vote the Mission Gold securities they hold in favour of the arrangement.

Completion of the arrangement is subject to approval by the Supreme Court of British Columbia and the affirmative vote of Mission Gold securityholders at the meeting. At the meeting, the arrangement will require approval by: (i) at least 66-2/3 per cent of the votes cast by Mission Gold shareholders, present in person or represented by proxy at the meeting, voting as a single class; (ii) greater than 50 per cent of the votes cast by Mission Gold shareholders, present in person or represented by proxy at the meeting (excluding any votes attached to Mission Gold shares held by persons described in Section 8.1(2) of Multilateral Instrument 61-101), voting as a single class; (iii) at least 66-2/3 per cent of the votes cast by the Mission Gold warrantholders, present in person or represented by proxy at a meeting, voting as a single class; and (iv) greater than 50 per cent of the votes cast by Mission Gold warrantholders, present in person or represented by proxy at the meeting (excluding any votes attached to Mission Gold shares held by persons described in Section 8.1(2) of Multilateral Instrument 61-101), voting as a single class. Pursuant to the terms of the arrangement agreement, the arrangement is also subject to certain other conditions, including receipt of applicable regulatory and third party approvals and consents as may be required to effect and complete the transaction, including the conditional approval of the TSX and applicable filings with the NYSE MKT (in respect of Northern Dynasty) and the final approval of the TSX Venture Exchange (in respect of Mission Gold). It is also a condition to the obligation of Northern Dynasty to complete the arrangement that Mission Gold shall have entered into a binding agreement for the sale of CIC Resources Inc. (which holds, indirectly, the Alto Parana titanium project and all related corporate entities) promptly following the closing of the arrangement on the terms set out in the arrangement agreement. As described in the circular, Mission Gold has entered into the Alto Parana agreement and satisfied this condition.

The circular contains a detailed description of the arrangement and other information relating to Mission Gold and Northern Dynasty, and Mission Gold securityholders are urged to consider carefully all of the information in the circular.

We seek Safe Harbor.

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