September 18, 2015, Edmonton, Alberta – North Country Gold Corp. (TSX–V: NCG) (“North Country”) and Auryn Resources Inc. (TSX”V:AUG, OTCQX:GGTCF) (“Auryn”) are pleased to announce that the plan of arrangement (the “Arrangement”), pursuant to which Auryn will acquire all of the issued and outstanding common shares of North Country (“North Country Shares”), was approved by North Country shareholders at the special meeting of North Country shareholders held on September 18, 2015. At the meeting, approximately 99.85% of the votes cast by North Country shareholders were voted in favour of the Arrangement.A total of 49,345,323 North Country Shares were voted at the meeting, representing approximately 33.34% of the votes attached to all outstanding North Country Shares.
The Arrangement is being proposed under, and is subject to the terms and conditions of, an arrangement agreement dated August 13, 2015 between North Country and Auryn (the “Arrangement Agreement”). Assuming the Arrangement becomes effective, holders of North Country Shares will receive 0.1 of a common share of Auryn (each whole common share, an “AurynShare”) for each North Country Share held (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). In addition, each outstanding option to acquire North Country Shares is to be amended to convert into Auryn Shares with the number and price adjusted by the Exchange Ratio.
North Country is seeking a final order of the Court of Queen’s Bench of Alberta to approve the Arrangement at a hearing expected to be held on or about September 22, 2015. In addition to the approval of the court, the Arrangement is subject to the satisfaction of other closing conditions customary in a transaction of this nature. It is currently expected that, subject to receipt of all approvals, the Arrangement will close on or about September 25, 2015.
The deadline has passed for registered holders of North Country Share to provide a written objection to the Arrangement Resolution to North Country in order to exercise dissent rights pursuant to the Interim Order obtained in connection with the Arrangement.
Full details of the Arrangement and certain other matters are set out in the management information circular of North Country dated August 20, 2015 (the “Information Circular”). A copy of the Information Circular and other meeting materials can be found under North Country’s profile on SEDAR at www.sedar.com.
A Letter of Transmittal was sent to each registered holder of North Country Shares together with the Information Circular.It contains instructions for obtaining delivery of a Direct Registration System Advice evidencing ownership of Auryn Shares which such registered holder of North Country Shares is entitled to receive upon the Arrangement becoming effective. For further details see the Information Circular.
On Behalf of North Country Gold Corp.:
On Behalf of Auryn Resources Inc.:
For further details on the North Country Gold Corp., contact Brian Budd (604) 697-2861.
For further details on Auryn Resources Inc., contact Shawn Wallace (778) 729-0600.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the companies expect are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the companies, investors should review the companies’ continuous disclosure filings that are available at www.sedar.com.