TORONTO, Jan. 14, 2020 /CNW/ - Continental Gold Inc.
(TSX:CNL; OTCQX:CGOOF) ("Continental" or the "Company") is
pleased to announce that both independent proxy advisory firms who
provide voting recommendations to institutional shareholders have
recommended that shareholders of Continental (the "Shareholders")
vote FOR the proposed special resolution (the "Arrangement
Resolution") at the upcoming special meeting (the "Meeting") of
Shareholders to approve the plan of arrangement pursuant to which
2727957 Ontario Inc., a wholly-owned subsidiary of Zijin Mining
Group Co., Ltd., will acquire all of the outstanding common shares
of Continental (each, a "Common Share") for cash consideration of
C$5.50 per Common Share by way of a
statutory plan of arrangement under the Business Corporations
Act (Ontario) (the "Zijin
Transaction").
Both Institutional Shareholder Services ("ISS") and Glass Lewis
& Co. ("Glass Lewis") refer to the strategic rationale for the
Zijin Transaction, the significant premium, and favourable market
reaction as factors supporting their FOR recommendations. ISS and
Glass Lewis are two leading independent proxy advisory firms who
make voting recommendations to their subscribers, including
institutional investors.
The Meeting
The Meeting is scheduled to be held on Tuesday, January 28, 2020 at 9:30 a.m. (Toronto time), at the offices of Cassels Brock & Blackwell LLP, 2100 Scotia
Plaza, 40 King Street West, Toronto,
Ontario, M5H 3C2.
YOUR VOTE IS
IMPORTANT – PLEASE VOTE TODAY
The proxy voting
deadline is 5:00 p.m. (Toronto time) on January 24,
2020.
The Board of
Directors of Continental, after receiving the unanimous
recommendation of the Special Committee, recommends that
Shareholders vote FOR the Arrangement Resolution.
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Full details of the Zijin Transaction are described in the
management information circular of Continental dated December 19, 2019 (the "Circular"), which has
been mailed alongside related voting materials (together with the
Circular, the "Meeting Materials") to Shareholders of record as of
December 16, 2019 in connection with
the Meeting. The Meeting Materials are also available on SEDAR
under Continental's profile at www.sedar.com and on the
Company's website at www.continentalgold.com.
How to Vote
As a Shareholder, it is very important that you carefully read
the Meeting Materials and then vote your Common Shares. You are
eligible to vote your Common Shares if you were a Shareholder of
record at the close of business on December
16, 2019. Shareholders may vote online, by telephone or
other methods listed on their form of proxy or voting instruction
form.
To ensure that your Common Shares will be represented at the
Meeting, you should carefully follow the voting instructions
provided in the Meeting Materials. The deadline for the receipt of
proxies is 5:00 p.m. (Toronto time) on January 24, 2020 or at least two days (excluding
Saturdays, Sundays and holidays in the Province of Ontario) before the Meeting or any adjournment
or postponement of the Meeting.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your
shares, please contact our proxy solicitation agent, Laurel Hill
Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside
North America at +1 416 304-0211,
or by e-mail at assistance@laurelhill.com.
About Continental Gold
Continental Gold is the leading
large-scale gold mining company in Colombia and is presently developing its 100%
owned Buriticá project in Antioquia. Buriticá is one of the largest
and highest-grade gold projects in the world and is being advanced
utilizing best practices for mine construction, environmental care
and community inclusion. Led by an international management team
with a successful record of discovering, financing and developing
large high-grade gold deposits in Latin
America, the Buriticá project is on schedule with mechanical
completion anticipated during the first quarter of 2020. Additional
details on Continental Gold's suite of gold exploration properties
are also available at www.continentalgold.com.
Forward-Looking Statements
This news release contains
or refers to forward–looking information under Canadian securities
legislation, including but not limited to statements regarding the
anticipated date of the Meeting, the anticipated closing of the
Zijin Transaction, the development and construction of the Buriticá
project, advancing the Buriticá project, the economic effect of the
mine, and future plans and objectives of the Company, and is based
on current expectations that involve a number of significant
business risks and uncertainties. Forward–looking statements are
subject to other factors that could cause actual results to differ
materially from expected results. Readers should not place undue
reliance on forward–looking statements. Factors that could cause
actual results to differ materially from any forward–looking
statement include, but are not limited to, the possibility that the
Zijin Transaction will not be completed on the terms and
conditions, or on the timing, currently contemplated, and that it
may not be completed at all, due to a failure to obtain or satisfy,
in a timely manner or otherwise, required Shareholder, court and
regulatory approvals and other conditions of closing necessary to
complete the Zijin Transaction or for other reasons, the
possibility of adverse reactions or changes in business
relationships resulting from the announcement or completion of the
Zijin Transaction, an inability to advance the Buriticá project to
the next level, failure to convert estimated mineral resources to
reserves, capital and operating costs varying significantly from
estimates, the preliminary nature of metallurgical test results,
delays in obtaining or failures to obtain required governmental,
environmental or other project approvals, political risks,
uncertainties relating to the availability and costs of financing
needed in the future, changes in equity markets, inflation, changes
in exchange rates, fluctuations in commodity prices, delays in the
development of projects and the other risks involved in the mineral
exploration and development industry. Specific reference is made to
the most recent Annual Information Form on file with Canadian
provincial securities regulatory authorities for a discussion of
some of the factors underlying forward–looking statements. All of
the forward–looking statements made in this news release are
qualified by these cautionary statements and are made as of the
date hereof. The Company assumes no responsibility to update them
or revise them to reflect new events or circumstances other than as
required by law.
SOURCE Continental Gold Inc.