News
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AM Gold Completes Going-Private Transaction
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August 29, 2016
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AM GOLD INC. (TSX-V: AMG; Frankfurt: AMX) ('AM Gold', or the 'Company') announces the completion of its previously announced going private transaction pursuant to which 1079170 B.C. Ltd. (the 'Purchaser'), acquired all of the outstanding common shares of the Company, other than the 842,165 common shares owned by John Fiorino and his joint actor, pursuant to a statutory plan of arrangement (the 'Arrangement') and pursuant to the terms of an arrangement agreement between the Company and the Purchaser dated June 28, 2016.
The Arrangement was completed following the approval of the Supreme Court of British Columbia and the satisfaction of various conditions precedent to the Arrangement. Payment of cash consideration of $0.17 per common share for the common shares acquired pursuant to the Arrangement will be made by the Depositary, Computershare Investor Services Inc.
Registered shareholders of common shares are required to complete and sign a letter of transmittal and deliver it to the Depositary, together with any share certificates they may hold and the other required documents. Shareholders who hold their common shares through a broker or other intermediary may contact that broker or other intermediary for instructions and assistance in receiving the consideration for their respective common shares. Further information concerning these processes is outlined in the Company's management information circular dated July 21, 2016, a copy of which is available, along with the letter of transmittal, under the Company's profile at www.sedar.com.
Pursuant to the Arrangement, all of the outstanding options of the Company were surrendered and cancelled. Other than the options, the Company did not have any other dilutive securities outstanding.
Any questions regarding the cash consideration, including any request for another letter of transmittal should be directed to Computershare Investor Services Inc., at its North American toll-free number: 1-800-564-6253; or for outside North America at +1 514-982-7555 or via email to [email protected]
In connection with the completion of the Arrangement, the Company has applied to have the common shares of the Company de-listed from the TSX Venture Exchange and expects that the common shares will be delisted effective at the close of business on August 29, 2016. AM Gold will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
More information on AM Gold is available at www.amgold.ca.
ON BEHALF OF AM GOLD INC.
/s/ 'Rick Low'
Rick Low
Director
For further information on AM Gold, please contact Murray Caruth at 1-604-646-0067 or by email at [email protected], or visit AM Gold's website at: http://www.amgold.ca.
Cautionary Statement Regarding 'Forward-Looking' Information
Some of the statements contained in this news release are forward-looking statements and information within the meaning of applicable securities laws. Forward-looking statements and information can be identified by the use of words such as 'plans', 'expects', 'expected', 'intends', 'is expected', 'potential', 'suggests' or variations of such words or phrases, or statements that certain actions, events or results 'may', 'could', 'should', 'would', 'might' or 'will' be taken, occur or be achieved.
Forward-looking statements include, without limitation, statements regarding the closing date of the Arrangement; and other forward-looking statements that are not facts. Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which AM Gold operates, are inherently subject to important risks and uncertainties, including, without limitation, the de-listing of the Company's common shares from the TSX Venture Exchange, , and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements.
Although AM Gold has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and AM Gold disclaims any intention or obligation to update or revise such information, except as required by applicable law, and AM Gold does not assume any liability for disclosure relating to any other company herein.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.