TORONTO, May 27, 2021 (GLOBE NEWSWIRE) – Gold X Mining Corp. (TSXV: GLDX) (“Gold X“) is pleased to announce that at the special meeting (the”Meeting“) the shareholders of Gold X (“Gold X shareholders“) held earlier today, the shareholders of Gold X approved the previously announced proposed plan of arrangement (the”Arrangement“) under which, subject to the satisfaction (or waiver) of all applicable conditions precedent, Gran Colombia Gold Corp. (“Gran Colombia“) will acquire all of the issued and outstanding common shares of Gold X (the”Gold X Shares“) not already held by Gran Colombia in exchange for ordinary shares of Gran Colombia (“Gran Colombia actions“) on the basis of 0.6948 Gran Colombia Shares for each Gold X Share.
The total number of Gold X shares represented by Gold X shareholders present in person or represented by proxy at the meeting was 31,049,290, or approximately 57.3% of the Gold X shares issued and outstanding as of April 19, 2021, date of reference for assembly. . At the Meeting, Gold X shareholders approved the Arrangement resolution with approximately 99.8% of the votes cast at the meeting in favor of the Arrangement (99.7% excluding the votes of certain shareholders of Gold X in accordance with multilateral instrument 61-101 – Protection of minority holders of securities in special transactions).
Gold X is also pleased to announce that earlier today the shareholders of Gran Colombia passed an ordinary resolution authorizing the issuance of the shares of Gran Colombia to be issued as part of the Arrangement.
Gold X will seek a final order from the Supreme Court of British Columbia approving the Arrangement (the “Final order“) June 1, 2021. Other than the Final Order, all third party approvals and consents required as conditions precedent to the completion of the Arrangement have been obtained or rescinded. Subject to receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions, Gold X currently expects the Arrangement to be effective at 12:01 am on June 4, 2021. Following completion of the Arrangement, the Company will be delisted from TSX Venture Exchange listing and the Company will make requests to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for the purposes of securities legislation.
Further information regarding the Arrangement can be found in Gold X’s management information circular in respect of the Meeting (the “Circular“), available under Gold X’s profile on SEDAR at www.sedar.com.
About Gold X Mining Corp.
Gold X Mining Corp. is a small Canadian mining company developing the Toroparu gold project in Guyana, South America. Gold X has spent over US $ 150 million on the project to date to classify 7.35 million ounces of Measured and Indicated gold resources and 3.15 million ounces of inferred gold, to develop studies of engineering to be used in a feasibility study and define a number of exploration targets around the Toroparu project on its 53,844 hectares (538 km2) 100% owned in the Upper Puruni concession.
Additional information about Gold X is available on its website at www.goldxmining.com and reviewing its profile on SEDAR at www.sedar.com.
Contact Gold X Mining Corp.
Phone +1 (604) 609-6132
Email: [email protected]
Caution regarding forward-looking information:
Some of the information contained in this press release constitutes “forward-looking statements” within the meaning of securities laws. These forward-looking statements, including, but not limited to, statements relating to the expected timing of the hearing of the Final Order Application and the expected timing of completion of the Arrangement, involve numerous assumptions, including assumptions regarding receipt, in a timely manner. of the final order and the satisfaction of the other closing conditions of the arrangement. Management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions; However, these forward-looking statements are also subject to various risks, uncertainties and other known and unknown factors which may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, among others, the withdrawal or modification of regulatory consents or other third parties previously obtained, material adverse effects on the business, properties and assets of Gold X and / or Gran Colombia and the ability to get, in a timely manner, or not at all, the final order. Although Gold X has attempted to identify material factors that could cause actual results or events to differ materially from those contained in the forward-looking statements, there may be other factors that cause the results to differ from those anticipated, estimated or planned. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on forward-looking statements. Gold X does not undertake to update any forward-looking statements except in accordance with applicable securities laws.
None of the securities to be issued in connection with the transaction has been or will be registered under the United States Securities Act of 1933, as amended (the “US Securities Act“), or any national securities legislation, and any securities that may be issued in connection with the transaction should be issued subject to the available exemptions from these registration requirements in accordance with section 3 (a) (10) of the US Securities Act and applicable exemptions under the securities laws This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Neither the TSX Venture Exchange nor its regulatory departments (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.