OAKVILLE, ON,
March 26, 2014 /CNW/ - Canoe Mining
Ventures Corp. (TSXV: CLV) ("Canoe") and Birch Hill Gold
Corp. (TSXV: BHG) ("Birch
Hill") are pleased to announce that they have signed a
definitive amalgamation agreement (the "Amalgamation
Agreement") pursuant to which Canoe will acquire all the issued
and outstanding shares of Birch Hill (the "Birch Hill
Shares"). The Amalgamation Agreement replaces and supersedes
the agreement dated and announced on March
4, 2014.
The transaction will be carried out by way of a
three-cornered amalgamation (the "Amalgamation") pursuant to
which Birch Hill will amalgamate
with 0996623 B.C. Ltd., a wholly owned subsidiary of Canoe, and the
shareholders of Birch Hill will
receive one common share of Canoe (a "Canoe Share") in
exchange for every 2.5 Birch Hill Shares. Other securityholders of
Birch Hill will receive equivalent
securities of Canoe based on the same exchange ratio.
The Amalgamation must be approved by a special
majority (66 ⅔%) of the votes cast at the Birch Hill shareholders meeting to be held on
May 15, 2014 to consider the
Amalgamation.
The currently issued and outstanding capital of
Canoe consists of 33,827,708 Canoe Shares, 7,698,308 common share
purchase warrants, and 2,199,399 stock options. The currently
issued and outstanding capital of Birch
Hill consists of 9,671,385 Birch Hill Shares and 2,019,275
common share purchase warrants. In connection with Birch Hill's previously announced private
placement (see Birch Hill News Release, dated March 12, 2014), it is expected that an
additional 3,750,000 Birch Hill Shares and 1,875,000 Birch Hill common share purchase warrants will
be issued in advance of the completion of the Amalgamation for
aggregate gross proceeds of $300,000
(the "Offering").
Assuming full subscription of the Offering, upon
completion of the Amalgamation it is anticipated that the issued
and outstanding capital of Canoe will consist of 39,196,262 Canoe
Shares, 2,199,399 stock options, and 8,448,308 common share
purchase warrants. Former shareholders of Birch Hill will hold approximately 13.7% of
the outstanding Canoe Shares.
The Amalgamation is not a "Non-Arm's Length
Transaction" within the meaning of the term under the policies of
the TSX Venture Exchange (the "TSXV").
Completion of the Amalgamation remains subject
to a number of conditions, including but not limited to, approval
by special resolution of the shareholders of Birch Hill, satisfaction of standard closing
conditions for transactions of this nature, and the acceptance of
the TSXV. There can be no assurance the Amalgamation will be
completed as proposed or at all.
All information contained in this news release
with respect to the Canoe and Birch
Hill was supplied by the parties respectively, for inclusion
herein, and each party and its directors and officers have relied
on the other party for any information concerning the other
party.
Investors are cautioned that, except as
disclosed in the management information circular to be prepared in
connection with the Amalgamation, any information released or
received with respect to the Amalgamation may not be accurate or
complete and should not be relied upon.
The TSX Venture Exchange has in no way passed
upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press
release.
NEITHER THE 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements with respect to: the terms and conditions of the
proposed transaction; the terms and conditions of the Offering; and
the business and operations of the Canoe after the proposed
transaction. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; delay or failure to receive board,
shareholder or regulatory approvals; and the results of current
exploration and testing. There can be no assurance that such
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements. The Parties disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
SOURCE Canoe Mining Ventures Corp.