TORONTO, July 27, 2020 /CNW/ - Guyana Goldfields Inc. (TSX: GUY) ("Guyana Goldfields") is pleased to announce the voting results of its annual and special meeting (the "Meeting") of holders of common shares ("Shareholders") held on July 27, 2020. At the Meeting, Shareholders approved a special resolution (the "Arrangement Resolution") in respect of a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act (the "CBCA") pursuant to which a wholly-owned subsidiary of Zijin Mining Group Co., Ltd. (SSE: 601899) (SEHK: 2899) ("Zijin") will acquire all of the issued and outstanding common shares of Guyana Goldfields not already owned by Zijin for cash consideration of C$1.85 per share.
At the Meeting, Shareholders also approved: a reduction of Guyana Goldfields' stated capital attributable to its common shares in accordance with Section 38 of the CBCA (the "Stated Capital Resolution") which was required to facilitate the Arrangement, the election of each of the incumbent directors of Guyana Goldfields, the appointment of its auditors and a non-binding advisory "say on pay" resolution.
The Arrangement Resolution and the Stated Capital Resolution each required the approval of at least two-thirds of the votes cast by Shareholders at the Meeting or by proxy. Approximately 99.51% and 99.39% of the votes cast at the Meeting or by proxy were voted in favour of the Arrangement Resolution and the Stated Capital Resolution, respectively. Detailed voting results are available on Guyana Goldfields' SEDAR profile at www.sedar.com.
Guyana Goldfields will be seeking a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Arrangement on July 30, 2020 and the Arrangement is expected to be completed in August 2020, subject to receipt of all relevant regulatory and court approvals.
Advisors and Counsel
RBC Capital Markets is acting as financial advisor, Fasken Martineau DuMoulin LLP is acting as legal advisor and Kingsdale Advisors is acting as a strategic shareholder and communications advisor and proxy solicitation agent for Guyana Goldfields.
Credit Suisse is acting as financial advisor to Zijin and Gowling WLG (Canada) LLP is acting as Zijin's legal advisor.
About Guyana Goldfields Inc.
Guyana Goldfields is a Canadian based gold producer primarily focused on the exploration, development and operation of gold deposits in Guyana, South America.
This news release contains "forward-looking information" and "forward-looking statements" (together, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements may include, but are not limited to, statements and information with respect to regulatory and court approvals and the completion of the Arrangement. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on various assumptions.
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, events or achievements of Guyana Goldfields to be materially different from any future results, performance, events or achievements expressed or implied by the forward-looking statements. Such factors include, among others: failure to receive (or a delay in receiving) necessary approvals in connection with the Arrangement, general business, economic, competitive, political, health and social uncertainties; political instability and Government action; as well as those factors discussed in Guyana Goldfields' public documents filed on SEDAR at www.sedar.com.
Although Guyana Goldfields has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this news release and Guyana Goldfields disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results, except as may be required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
SOURCE Guyana Goldfields Inc.