Atlantic Gold Securityholders Approve Plan of Arrangement with St Barbara

2019-07-15 / @newswire

Canadian Dollars unless otherwise noted

VANCOUVER, July 15, 2019 /CNW/ - Atlantic Gold Corporation (TSX-V: AGB) ("Atlantic" or the "Company") is pleased to announce the voting results from today's special meeting (the "Meeting") of the shareholders ("Shareholders") and optionholders ("Optionholders") of the Company.

At the Meeting, the Shareholders and Optionholders were asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement") whereby St Barbara Limited ("St Barbara") will acquire all of the issued and outstanding common shares of Atlantic for C$2.90 in cash per common share of Atlantic, plus 0.05 of a share of Artemis Gold Inc. (formerly 1193490 B.C. Ltd. ("Artemis")) for each Atlantic common share. The Arrangement was originally announced on May 14, 2019.

The Arrangement Resolution voting approval requirements and actual results are set out in the table below:

Vote Requirement	% in Favour
66 2/3% of the votes cast by Shareholders present in person or represented by proxy at the Meeting	99.6%
66 2/3% of the votes cast by Shareholders and Optionholders, voting together as a single class, present in person or represented by proxy at the Meeting	99.6%
a simple majority (50% + 1) of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such Shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions	99.6%

Atlantic will seek a final order from the Supreme Court of British Columbia with respect to the Arrangement on July 17, 2019. The Arrangement is expected to close on July 19, 2019, subject to the satisfaction of customary conditions.

Further updates will be provided in due course.

On behalf of the Board of Directors,

Steven Dean
Chairman and Chief Executive Officer

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.

About Atlantic

Atlantic is a well-financed, growth-oriented gold development group with a long-term strategy to build a mid-tier gold production company focused on manageable, executable projects in mining-friendly jurisdictions. Atlantic is focused on growing gold production in Nova Scotia beginning with its MRC phase one open-pit gold mine which declared commercial production in March 2018, and its phase two Life of Mine Expansion at industry lowest decile cash and all-in-sustaining-costs (as stated in the Company's news releases dated January 16, 2019 and January 29, 2018). Atlantic is committed to the highest standards of environmental and social responsibility and continually invests in people and technology to manage risks, maximize outcomes and returns to all stakeholders.

Forward-Looking Statements:

This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and U.S. securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this press release, and include, but are not limited to, statements and discussion regarding the consummation and timing of the Transaction, the satisfaction of the conditions precedent to the Transaction, the amount and nature of the consideration received by Atlantic shareholders in connection with the Transaction, the value of Artemis, St Barbara's funding of the cash consideration, discussions of future plans, guidance, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the matters and activities contemplated in this news release. These forward-looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include, without limitation, the timing and receipt of certain approvals, St Barbara's funding of the cash consideration and the satisfaction of the conditions precedent to the Transaction. The actual results or performance by the Company could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Except as required by law, the Company is under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

SOURCE Atlantic Gold Corporation

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