TORONTO, March 4, 2020 /CNW/ - Continental Gold Inc.
(TSX:CNL; OTCQX:CGOOF) ("Continental" or the "Company") is
pleased to announce the completion of the previously announced plan
of arrangement (the "Transaction") involving the Company, Zijin
Mining Group Co., Ltd. ("Zijin") and 2727957 Ontario Inc. (the
"Purchaser"), an indirect subsidiary of Zijin, following receipt of
all required approvals and satisfaction of all required closing
conditions.
In connection with the Transaction, the Purchaser acquired all
of the issued and outstanding Common Shares of the Company ("Common
Shares") by way of a statutory plan of arrangement under the
Business Corporations Act (Ontario). Each Continental shareholder will
receive cash consideration of C$5.50
for each Common Share held. Holders of all other outstanding
securities of the Company convertible into Common Shares will
receive equivalent cash consideration for such outstanding
securities on an as-converted basis.
The Common Shares are expected to be delisted from the Toronto
Stock Exchange after the end of trading on March 6, 2020. It is also expected that the
Common Shares will be removed from the OTCQX after
March 6, 2020. The Company has applied to cease to be a
reporting issuer under applicable Canadian securities laws.
Full details of the Transaction are set out in the Company's
management information circular dated December 20, 2019 (the "Information Circular").
Registered Continental shareholders should send their completed and
executed letters of transmittal and Continental share certificates
to the depositary, Computershare Trust Company of Canada, as soon as possible in order to
receive the consideration to which they are entitled to in
connection with the Transaction. A copy of the Information Circular
and the letter of transmittal can be found under Continental's
profile on SEDAR at www.sedar.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.
About Zijin
Formed in 1993, Zijin is based in
Fujian, China and is a leading
global mining company specializing in gold, copper, zinc and other
mineral resource exploration and development. It manages an
extensive portfolio, primarily consisting of gold, copper, zinc,
and other metals through investments in China and overseas across nine countries.
Zijin is listed on the Shanghai Stock Exchange and the Hong Kong
Stock Exchange.
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
timing for delisting of the Common Shares, 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 of adverse reactions or
changes in business relationships resulting from the completion of
the 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.