00:53:20 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Battle North Gold Corp
Symbol BNAU
Shares Issued 129,225,775
Close 2021-04-15 C$ 2.62
Market Cap C$ 338,571,531
Recent Sedar Documents

Battle North holders to vote on Evolution deal May 11

2021-04-15 17:29 ET - News Release

Mr. George Ogilvie reports

BATTLE NORTH ANNOUNCES DETAILS OF ITS ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS AND GRANTING OF INTERIM ORDER IN RESPECT OF ITS ARRANGEMENT WITH EVOLUTION MINING LIMITED

Battle North Gold Corp. has provided the details of its annual general and special meeting of shareholders to be held on May 11, 2021, at 4:30 p.m. (Eastern Time) via live audio webcast.

At the meeting, holders of the company's common shares will, in summary, be asked to consider the following matters, all as more particularly described in the company's management information circular for the meeting:

  • Receive the audited consolidated financial statements of the company for the financial year ended Dec. 31, 2020, together with the report of the auditors thereon;
  • Appointment of PricewaterhouseCoopers LLP as auditor of the company for the ensuing year and authorization to fix its remuneration;
  • Election of directors of the company for the ensuing year;
  • A special resolution approving the acquisition of Battle North by Evolution Mining Ltd. as further described below;
  • Such other business as may properly come before the meeting, or any adjournment or postponement thereof.

The company has filed the circular with the Canadian Securities Administrators on SEDAR under the company's profile, and will be mailing copies of the circular and applicable related meeting materials to Battle North shareholders of record as of March 24, 2021. The meeting will be held virtually via live audio webcast accessed as more particularly set out in the meeting materials. Copies of the meeting materials can also be obtained on the company's website.

The transaction

As previously announced by the company on March 14, 2021, Battle North and Evolution entered into a definitive arrangement agreement pursuant to which Evolution has agreed to acquire all of the issued and outstanding shares of Battle North at a price of $2.65 per common share in cash, for total consideration for all issued and outstanding common shares pursuant to the transaction of approximately $343-million.

The transaction will be implemented by way of a statutory plan of arrangement involving the company, Evolution and Evolution Mining (Canada Holdings) Ltd., pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia). The arrangement is subject to approval of the Supreme Court of British Columbia as well as Battle North shareholders at the meeting by special resolution as described further below.

The arrangement is anticipated to be completed by the end of May, 2021, subject to obtaining the approval of Battle North shareholders and the court, as well as the satisfaction or waiver of other customary closing conditions.

Court approval

The company is also pleased to announce that on April 9, 2021, the court granted an interim order that, among other things, authorized Battle North to call and hold the meeting to approve the arrangement. The hearing date for the application to the court for the final order approving the arrangement has been scheduled for May 17, 2021.

Approval of the arrangement by Battle North shareholders

In order to become effective, the arrangement must be approved by an affirmative vote of at least: (a) two-thirds (66-2/3 per cent) of the votes cast by Battle North shareholders present in person or represented by proxy at the meeting, and entitled to vote thereat; and (b) a simple majority (50 per cent) of the votes cast by the Battle North shareholders present in person or represented by proxy at the meeting, and entitled to vote thereat, excluding the votes cast by such shareholders that are required to be excluded pursuant to Multilateral Instrument 61-101. To the knowledge of the company, only the votes attached to the common shares of Battle North owned by George Ogilvie, representing, in the aggregate, approximately 0.45 per cent of Battle North's outstanding common shares, will be excluded from the majority of the minority vote mandated by Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

The votes of all Battle North shareholders are important regardless of the number of shares held. The company encourages Battle North shareholders to read the meeting materials in detail. Copies of the meeting materials are available on the company's website and under the company's profile on SEDAR.

For details on how to vote, Battle North shareholders should refer to the meeting materials.

Your vote is important.

The board of directors of Battle North unanimously recommends that Battle North shareholders vote for the arrangement.

Reasons and benefits of the arrangement include:

  • Significant premium -- The consideration of $2.65 per common share of Battle North offered to Battle North shareholders under the arrangement represents a premium of approximately 46 per cent to the closing price of the common shares of $1.82 on the Toronto Stock Exchange on March 12, 2021, being the last trading day prior to the announcement by the company of the entering into of the arrangement agreement, and a premium of approximately 54 per cent to the volume-weighted average price of the common shares for the 20 trading days ending March 12, 2021.
  • Immediate liquidity and certainty of value -- The consideration to be paid pursuant to the arrangement will be entirely in cash, which provides immediate liquidity and certainty of value at a significant premium, as described above.
  • Compelling value relative to alternatives -- The independent directors and the board of directors of Battle North have concluded that the value of $2.65 in cash per common share offered to Battle North shareholders under the arrangement is more favourable than the value that might have been realized through pursuing the company's current stand-alone business plan to develop the Bateman gold project, given an assessment of the current and anticipated future opportunities and risks associated with the financing and development of the Bateman gold project by the company as an independent public entity.

For further reasons for the board of directors' recommendation, Battle North shareholders should refer to the circular.

About Battle North Gold Corp.

Battle North is developing the Bateman gold project to become the next gold producer in the renowned Red Lake gold district in Ontario, Canada, and controls the second-largest exploration ground in the district. Battle North also owns a large gold exploration land package on the Long Canyon gold trend near the Nevada-Utah border in the United States. Battle North's shares are listed on the Toronto Stock Exchange (BNAU) and the OTCQX markets (BNAUF).

We seek Safe Harbor.

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