19:56:33 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



Contact Gold Corp
Symbol C
Shares Issued 352,525,806
Close 2024-03-26 C$ 0.028
Market Cap C$ 9,870,723
Recent Sedar Documents

Contact Gold files circular for Orla merger meeting

2024-03-27 16:13 ET - News Release

Mr. Matthew Lennox-King reports

CONTACT GOLD ANNOUNCES FILING OF ITS MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING TO APPROVE ACQUISITION BY ORLA

Contact Gold Corp. has filed and commenced mailing the management information circular dated March 20, 2024, and related meeting materials for its special meeting of shareholders and optionholders of Contact Gold to be held on Tuesday, April 23, 2024, at 1 p.m. Vancouver time in connection with the proposed business combination with Orla Mining Ltd., announced on Feb. 26, 2024.

Information about the meeting and receipt of interim court order

The meeting is being held at the offices of Cassels Brock & Blackwell LLP, suite 2200, HSBC Building, 885 West Georgia St., Vancouver, B.C., V6C 3E8, on April 23, 2024, at 1 p .m. Vancouver time. Registered securityholders and duly appointed proxyholders will have an opportunity to attend, vote and ask questions during the meeting by following the instructions set out in the meeting materials. Beneficial shareholders may vote or appoint a proxy using the voting instruction form provided to such holders. Securityholders should closely review the meeting materials to ensure that they are able to cast their vote at the meeting.

On March 20, 2024, Contact Gold obtained an interim order from the Supreme Court of British Columbia authorizing the holding of the meeting and matters relating to the conduct of the meeting. At the meeting, securityholders will be asked to consider and, if deemed advisable, pass a special resolution to approve the transaction, in accordance with the terms of the arrangement agreement entered into by the company and Orla on Feb. 25, 2024, pursuant to which Orla agreed to acquire all of the issued and outstanding Contact Gold common shares by way of a statutory plan of arrangement.

Pursuant to the terms of the interim order, for the transaction to become effective, the resolution will require approval by (i) 66-2/3rds per cent of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, (ii) 66-2/3rds per cent of the votes cast by securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the meeting, and (iii) a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting, excluding certain related parties as prescribed by Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The circular has been filed with regulatory authorities and is being mailed to the securityholders in accordance with applicable securities laws.

The meeting materials contain important information regarding the transaction, how securityholders can attend and vote at the meeting, the background that led to the transaction and the reasons for the unanimous determinations of the special committee of independent Contact Gold directors, as well as the board of directors of Contact Gold, that the transaction is in the best interests of the company and is fair to shareholders. Pursuant to the terms of the interim order, securityholders of record on March 7, 2024, will be entitled to receive notice of, attend and vote at the meeting. Securityholders should carefully review all of the meeting materials as they contain important information concerning the transaction and the rights and entitlements of securityholders thereunder.

The meeting materials have been filed by the company and are available under the company's profile on SEDAR+. The circular is also available on the company's website.

Subject to obtaining approval of the transaction at the meeting, and the satisfaction of the other customary conditions to completion of the transaction contained in the arrangement agreement, including final approval of the court and certain regulatory approvals, all as more particularly described in the circular, the transaction is expected to close by the end of April, 2024.

About Contact Gold Corp.

Contact Gold is an exploration company focused on making district-scale gold discoveries in Nevada. The company's extensive landholdings are on the prolific Carlin and Cortez gold trends which host numerous gold deposits and mines. Contact Gold's land position comprises approximately 117.4 square kilometres of target-rich mineral tenure hosting numerous known gold occurrences, ranging from early to advanced exploration and current gold resources.

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