TORONTO, ONTARIO–(Newsfile Corp. – April 25, 2023)– Paycore Minerals Inc. (TSXV: Core) (“Paycore” or “company“) represents the previously announced offer to acquire all of Paycore’s outstanding common stock (“common stock“) by me-80 Gold Company (“i-80“) in accordance with the plan of arrangement under Business corporation law (Ontario) (“Arrangement“) is a shareholder of Paycore (“Paycore shareholders“) refers to a special meeting of Paycore shareholders held prior to today (“meeting“). A total of 21,341,555 ordinary shares were voted in person or by proxy at the general meeting, representing 53.7% of the outstanding ordinary shares.
The arrangement was approved by 98.5% of the votes cast by Paycore shareholders at the general meeting. This arrangement was also approved by a simple majority vote of Paycore shareholders. Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (together, “waterton“), Christina McCarthy and Steve Filipovic excluded pursuant to Multilateral Document 61-101 – Protection of Minority Shareholders in Special Transactions (“MI61-101”).
In addition to the arrangement, Paycore shareholders other than Waterton excluded pursuant to MI 61-101 also approve amendments to the Conditional Value Rights Agreement between Paycore, Golden Hill Mining LLC, i-80 and Waterton dated February Did. February 26, 2023 (“Waterton Modified CVR ContractAccordingly, all obligations under the Unpaid Conditional Value Rights Agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022 will be satisfied by the issuance of i-80 common stock to Waterton. shall be Detailed ballot results arrangements and acceptance of the Waterton Amended CVR Agreement are as follows:
| Matters to be discussed at the Extraordinary General Meeting | for | Against | ||
| number of votes | voter turnout | number of votes | voter turnout | |
| 1. Arrangement Approval (66 ⅔ % votes) |
20,740,055 | 98.5 | 314,000 | 1.49 |
| 2. Minority Approval of the Arrangement (50% Vote) | 10,404,345 | 97.1 | 314,000 | 2.9 |
| 3. Minority Approval of CVR Amendment Resolution (50% Vote) | 10,944,345 | 97.2 | 314,000 | 2.8 |
Completion of the transaction is subject to final regulatory and court approval. Paycore plans to seek a final order approving the arrangement from the Superior Court of Ontario (Commercial List) on May 2, 2023. The arrangement is expected to be completed in the first week of May 2023.
About Paycore
Paycore is Business corporation law (Ontario) and, through its subsidiary, owns a 100% interest in the FAD property located in the heart of the Eureka Battle Mountain Trend in Nevada, USA. The FAD property is host to high-grade polymetallic FAD deposits partially delineated by surface and subsurface drilling in the 1940s and 1950s. The FAD property is located less than 3 miles from Eureka, Nevada with well established infrastructure including shafts, roads and old buildings. FAD was previously owned by Barrick Gold. Barrick acquired his FAD property when the company acquired Homestake Mining in 2001.
Overseen by an experienced Board and Management Team, which includes Jim Gowans (Non-Executive Chairman), Christina McCarthy (President, CEO and Director), Steve Filipovic (CFO and Corporate Secretary) and John Begeman (Director), the Company: Emphasis on Advance the description of the mineral deposits of the FAD Project (located along Strike just south of I-80 Goldcorp’s Ruby Hill Mine).
Further information
For more information, please contact:
Christina McCarthy Representative Director and President
Phone: 416-712-6151
Email: This email address is being protected from spambots. JavaScript must be enabled to view.
Website: www.paycoreinc.com
Neither the TSX Venture Exchange nor its regulated service providers (as such terms are defined in the TSX Venture Exchange policies) are responsible for the adequacy or accuracy of the content of this news release.
Notes
This news release contains forward-looking statements and forward-looking information (collectively, “Forward-Looking Statements“) within the meaning of applicable securities laws. Statements contained in this news release that are not statements of historical fact may be considered forward-looking statements. , identified by terms such as “may”. , “should,” “expect,” “will,” “estimate,” “believe,” “intend,” “expect,” and similar expressions identify forward-looking statements. It is intended to (ii) our proposed business objectives; (iii) our ongoing drilling programs and results and expected results; and (iv) forward-looking statements. the potential economics of the FAD Properties and our understanding of the FAD Properties; (v) potential and timetable for development of the FAD Properties; (vi) estimates of potential mineral resources; (vii) estimated future timing; (viii) the ability to obtain all regulatory and court approvals for the Arrangement; and (ix) the timing and ability of Paycore to meet the conditions preceding the closing of the Arrangement. Forward-looking statements are inherently uncertain and our actual results may be affected by a number of important factors, assumptions and expectations, many of which are our expectations and assumptions regarding the Company and FAD Properties. anything beyond the Company’s control, including; Specifically, factors that could cause our actual performance and results to differ materially from the forward-looking statements include changes in commodity prices, metallurgical recovery, operating and capital costs, and foreign exchange rates. , including but not limited to the acquisition ability required. timely permitting, successful development and exploration, continued availability of capital and funding, and general economic, market, or business conditions. Readers are cautioned that the assumptions used in making the forward-looking statements may prove to be incorrect. Due to events and circumstances, actual results may differ materially from those projected as a result of a number of known and unknown risks, uncertainties and other factors. We have attempted to identify important factors that could cause our actual results to differ materially from those contained in the forward-looking statements, but we do not believe that they could cause results to differ materially from those anticipated, estimated or intended. There may be other factors that Readers are cautioned not to place undue reliance on forward-looking statements. Although such information was considered reasonable by our management at the time of preparation, it may prove to be inaccurate and actual results may differ materially from those projected. There is a nature.
The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities laws, we undertake no obligation to publicly update or revise any forward-looking statements contained therein, whether as a result of new information, future events or otherwise.
