EDMONTON, ALBERTA -- (Marketwired) -- 09/22/15 -- North Country Gold Corp. (TSX VENTURE: NCG) ("North Country") is pleased to announce that North Country has obtained a final order from the Court of Queen's Bench of Alberta approving its previously announced plan of arrangement (the "Arrangement") with Auryn Resources Inc. ("Auryn") pursuant to which Auryn will acquire all of the issued and outstanding common shares of North Country ("North Country Shares"). Receipt of the final order follows North Country's special meeting of shareholders held on September 18, 2015, where the special resolution approving the Arrangement was approved by approximately 99.85% of the votes cast by North Country shareholders. A total of 49,345,323 North Country Shares were voted at the meeting, representing 33.34% of the votes attached to all outstanding North Country Shares.
Under the Arrangement, North Country shareholders will be entitled to receive 0.1 of a common share of Auryn (each whole common share, an "Auryn Share") for each North Country Share held (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). In addition, each outstanding option to acquire North Country Shares is to be amended to convert into Auryn Shares with the number and price adjusted by the Exchange Ratio.
The Arrangement remains subject to the satisfaction of closing conditions customary in a transaction of this nature. Subject to satisfaction or waiver of these closing conditions, the Arrangement is expected to close within the next three days.
Full details of the Arrangement and certain other matters are set out in the management information circular of North Country dated August 20, 2015 (the "Information Circular"). A copy of the Information Circular and other meeting materials can be found under North Country's profile on SEDAR at www.sedar.com.
On Behalf of North Country Gold Corp.:
Neither 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.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the companies expect are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the outcome of regulatory approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the companies, investors should review the companies' continuous disclosure filings that are available at www.sedar.com.
North Country Gold Corp.