11:58:25 EDT Fri 09 May 2025
Enter Symbol
or Name
USA
CA



Minera Alamos Inc
Symbol MAI
Shares Issued 448,246,353
Close 2025-01-14 C$ 0.265
Market Cap C$ 118,785,284
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Sabre Gold holders approve takeover by Minera Alamos

2025-01-14 18:47 ET - News Release

See News Release (C-SGLD) Sabre Gold Mines Corp (2)

Mr. Andrew Elinesky reports

SABRE GOLD SHAREHOLDERS APPROVE ACQUISITION BY MINERA ALAMOS

Pursuant to the special meeting of shareholders of Sabre Gold Mines Corp. held earlier today at the offices of Peterson McVicar LLP, the shareholders of the company have overwhelmingly approved all items of business placed before the meeting, including the previously announced plan of arrangement pursuant to which Minera Alamos Inc. will acquire all the issued and outstanding shares of the Sabre at an exchange rate of 0.693 common shares in the capital of Minera Alamos for each common share in the capital of Sabre.

The meeting was called for shareholders to consider and, if deemed advisable, approve (a) the arrangement, and (b) the issuance of 30,490,883 shares to settlement approximately $9.5-million of obligations owed by Sabre to certain creditors at a deemed price of 31.08 cents per share (the debt settlements). The completion of the debt settlements is a condition to the completion of the arrangement.

A total of [33,956,540] Sabre were represented at the meeting, in person or by proxy, representing approximately 42.632 per cent of the total number of issued and outstanding shares outstanding as of the record date for the meeting.

The resolution approving the arrangement was overwhelmingly approved at the meeting by (i) 99.814 per cent of the votes cast by shareholders voting in person or represented by proxy at the meeting, and (ii) 99.641 per cent of the votes cast by the shareholders (the disinterested shareholders) voting in person or represented by proxy at the meeting, excluding the shares required to be excluded under to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, being all shares held by Claudio Ciavarella and Fahad Al Tamimi.

To be effective, the arrangement resolution required the affirmative vote of at least (i) two-thirds of the votes cast by the shareholders, present or represented by proxy at the meeting, and (ii) a simple majority of the votes cast by the disinterested shareholders, present or represented by proxy at the meeting. Accordingly, and given the approval of the debt settlement resolution (as defined below), all shareholder approvals required in order to proceed with the arrangement have been obtained.

The resolution approving the debt settlements was overwhelmingly approved at the meeting by 99.347 per cent of the votes cast by the disinterested shareholders voting in person or represented by proxy at the meeting.

To be effective, the debt settlement resolution required the affirmative vote of a simple majority of the votes cast by the disinterested shareholders, present or represented by proxy at the meeting. Accordingly, the requisite shareholder approval of the debt settlement resolution has been obtained.

The plan of arrangement is expected to become effective on or about Jan. 27, 2025, subject to, among other things, Sabre obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the arrangement and the satisfaction or waiver of certain other customary closing conditions. It is expected that, within two to three business days following the completion of the arrangement, the Sabre shares will be delisted from the Toronto Stock Exchange.

Additional details about the arrangement and the arrangement resolution, and the debt settlements and debt settlement resolution, can be found in the management information circular of Sabre dated Dec. 3, 2024, a copy of which is available on SEDAR+ under Sabre's issuer profile.

About Sabre Gold Mines Corp.

Sabre Gold is a near-term gold producer in North America which holds 100-per-cent ownership of both the fully licensed and permitted Copperstone gold mine located in Arizona, United States. Management intends to restart production at Copperstone in the near term. Sabre Gold also holds other investments and projects at varying stages of development.

Copperstone has approximately 300,000 ounces of gold in the measured and indicated categories, and approximately 197,000 ounces of gold in the inferred category. Additionally, Copperstone has considerable existing operational infrastructure as well as significant exploration upside. Sabre Gold is led by an experienced team of mining professionals with backgrounds in exploration, mine building and operations.

We seek Safe Harbor.

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