Bison Gold Resources Inc. (TSXV: BGE) ("Bison" or the "Company") is pleased to announce that, at the special meeting of shareholders of Bison held on October 11, 2017 (the "Meeting"), the shareholders of Bison voted in favour of a special resolution to approve the proposed transaction, pursuant to which Klondex Mines Ltd. ("Klondex") will acquire all of the issued and outstanding shares of Bison by way of a court-approved plan of arrangement (the "Arrangement") as previously announced on August 8th, 2017.
The Arrangement required approval by: (i) 662/3% of the votes cast by shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
At the Meeting, approximately 74.71% of the outstanding Bison shares were represented in person or by proxy, of which 93.15% were voted in favour of the Arrangement. Approximately 92.40% of the shareholders other than shareholders whose votes were required to be excluded for the purposes of "minority approval" under MI 61-101 voted in favour of the Arrangement.
Completion of the Arrangement remains conditional on approval by the Superior Court of Ontario (the "Court"), obtaining regulatory approvals and certain other closing conditions. Bison intends to apply for a final order of the Court approving the Arrangement on October 16, 2017. Assuming that the conditions to closing are satisfied, including the necessary regulatory approvals being obtained, it is expected that the Arrangement will be completed on or around October 19, 2017. Following completion of the Arrangement, Bison will be de-listed from the TSX Venture Exchange.
As previously disclosed, Klondex may make an election (a "Share Election"), on or prior to the date that is one business day following the date the final court order for the Arrangement is obtained to pay all or a portion of the Arrangement consideration in the form of common shares of Klondex. For greater certainty, if Klondex does not make a Share Election, the Arrangement consideration will be paid in the form of cash. If Klondex makes a Share Election, Bison will issue a press release notifying Bison shareholders of the form of Arrangement consideration to be paid by Klondex.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the Meeting which were mailed to Bison shareholders and filed under Bison's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com as well as on Bison's website at www.bisongold.com.
About Bison Gold Resources Inc.
Bison is a Canadian public company listed on the TSX-V. Bison Gold is focused on gold exploration with property assets in Manitoba, Canada. Further details can be found on Bison's website at www.bisongold.com.
About Klondex Mines Ltd.
Klondex is a well-capitalized, junior-tier gold and silver mining company focused on exploration, development, and production in a safe, environmentally responsible, and cost-effective manner. Klondex has 100% interests in three producing mineral properties: the Fire Creek Mine and the Midas Mine and ore milling facility, both of which are located in the state of Nevada, USA, and the True North Gold Mine and mill in Manitoba, Canada. Klondex also has 100% interests in two recently acquired projects, the Hollister mine and the Aurora mine and ore milling facility, also located in Nevada, USA.
For further information, please contact:
Amir Mousavi, Chief Executive Officer
Bison Gold Resources Inc.
Tel: (647) 846-3339
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws that reflects current expectations of management of Bison regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. In particular, such risks include the satisfaction of the conditions precedent to the completion of the proposed transaction with Klondex, the details of which are set out in the management information circular of the Company prepared in connection with the Meeting.For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The following factors could cause actual results to differ materially from those disclosed in forward-looking information in this news release: failure to satisfy the conditions to completion of the Arrangement, including court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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