August 11, 2020
Evrim Resources Announces the Results of its Annual and Special General Meeting and Approval of Merger with Renaissance Gold
Vancouver, B.C. August 12, 2020 (TSX-V: EVM) Evrim Resources Corp. (TSX.V:EVM)) (“Evrim” or the “Company”) is pleased to announce the results of its Annual and Special General Meeting (the “Meeting”) held today. All resolutions voted on at the Meeting were overwhelmingly approved with over 99% support.
At the Meeting, Evrim’s shareholders approved the Company's previously announced merger transaction with Renaissance Gold Inc. (TSX.V:REN, OTCQB:RNSGF) (“RenGold”) pursuant to a plan of arrangement (the "Arrangement"). Under the terms of the Arrangement, each outstanding RenGold common share (each, a “RenGold Share”) will be exchanged for 1.2448 Evrim common shares (each, an “Evrim Share”), which will result in RenGold shareholders immediately prior to the Arrangement holding 50% of the issued and outstanding shares Evrim Shares immediately following the Arrangement. Further pursuant to the Arrangement, outstanding RenGold stock options and RenGold Share purchase warrants will be exchanged for replacement options to acquire Evrim Shares and replacement warrants to acquire Evrim Shares each giving effect to the same exchange ratio. The resolution approving the merger transaction with RenGold was approved by 99.9% of the votes cast by Evrim shareholders.
Completion of the Arrangement remains subject to approval of the Supreme Court of British Columbia and certain other customary closing conditions. The application for the final order of the Supreme Court of British Columbia is scheduled for August 17, 2020. Assuming that all conditions to closing of the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about August 18, 2020.
At the Meeting, Evrim’s shareholders also approved the re-election of directors, the appointment of Smythe LLP as auditors of the Company and the Company’s Stock Option Plan.
It is anticipated that upon the completion of the Arrangement Paddy Nicol and John Thompson will resign as directors to facilitate the appointment of nominees of Renaissance. Furthermore, the Company will change its name to Orogen Royalties Inc. (“Orogen”). Paddy Nicol will remain as President and CEO of Orogen.
Additional information regarding the terms of the Arrangement is set out in Evrim’s management information circular dated July 8, 2020, which is filed under the Company's SEDAR profile at www.sedar.com.
About Evrim Resources
Evrim Resources Corp. is a mineral exploration company who, on June 10, 2020, announced a merger-of-equals combination with Renaissance Gold, Inc. to form a new royalty business named Orogen Royalties Inc. (“Orogen”) Orogen will focus on project generation as has been the history of both Evrim and Renaissance but with a renewed focus on organic royalty creation and royalty acquisition. Underpinning Orogen’s royalty portfolio is the Ermitaño West gold deposit in Sonora, Mexico (2% NSR) being developed by First Majestic Silver Corp. and planned to be in production in 2021, and the Silicon gold project (1% NSR) in Nevada, USA, being advanced by AngloGold Ashanti SA. The transaction is expected to close around August 18, 2020.
On Behalf of the Board
EVRIM RESOURCES CORP.
President & CEO
To find out more about Evrim Resources Corp., please contact Paddy Nicol, President & CEO at 604-248-8648, and Liliana Wong, Manager of Marketing and Investor Relations at 604-248-8648. Visit our website at www.evrimresources.com and www.rengold.com.
Evrim Resources Corp.
1201 - 510 West Hastings Street
Canada V6B 1L8
Forward Looking Information
This news release includes certain statements that may be deemed "forward looking statements". All statements in this presentation, other than statements of historical facts, that address events or developments that Evrim Resources Corp. (the "Company“) expect to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur.
Forward looking information relates to statements concerning the Company’s future outlook and anticipated events or results, as well as the Company’s management expectations with respect to the proposed business combination (the “Transaction”). This document also contains forward-looking statements regarding the anticipated completion of the Transaction and timing thereof. Forward-looking statements in this document are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the receipt, in a timely manner, of regulatory and stock exchange approvals in respect of the Transaction.
Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward looking statements. Factors that could cause the actual results to differ materially from those in forward looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Furthermore, the extent to which COVID-19 may impact the Company’s business will depend on future developments such as the geographic spread of the disease, the duration of the outbreak, travel restrictions, physical distancing, business closures or business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. Although it is not possible to reliably estimate the length or severity of these developments and their financial impact as of the date of approval of these condensed interim consolidated financial statements, continuation of the prevailing conditions could have a significant adverse impact on the Company's financial position and results of operations for future periods.
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. Forward looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by securities laws, the Company undertakes no obligation to update these forward looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.