SolidusGold Files Information Circular and Confirms Meeting Date for Proposed Transaction
Vancouver, British Columbia--(Newsfile Corp. - May 19, 2022) - SolidusGold Inc. (TSXV: SDC) ("Solidus" or the "Company") is pleased to announce that further to its news release dated February 8, 2022, it has filed an information circular dated May 13, 2022, (the "Circular") in connection with the proposed reverse takeover transaction (the "Proposed Transaction") with Valhalla Metals, Inc. ("Valhalla") for an upcoming meeting of the Company's Shareholders to be held on June 21, 2022. The Circular can be found under the Company's SEDAR profile at www.sedar.com.
Meeting Details
The Proposed Transaction and matters associated with the Proposed Transaction, including the adoption of a new share compensation plan, the amendment of the Company's articles and notice of articles, and the approval of both Valhalla Mining, LLC and Marubeni Metals & Minerals (Canada) Inc. as new "control persons" (as such term is defined in TSX Venture Exchange polices) of the Company will be submitted to shareholders of the Company for approval at a special general meeting to be held on June 21, 2022.
Time for Closing
The Proposed Transaction is expected to close shortly following the Meeting and before July 31, 2022, with the Company changing its name to "Valhalla Metals, Inc." in connection therewith (the "Resulting Issuer").
The TSX Venture Exchange (the "Exchange") has NOT yet conditionally approved the Proposed Transaction or the listing of the Resulting Issuer's shares resulting therefrom. Acceptance of the Proposed Transaction by the Exchange will be subject to the Company fulfilling all of the requirements of the Exchange. There can be no assurances that the Exchange will approve the Proposed Transaction or the listing of the Resulting Issuer.
Trading Halt
The common shares of the Company continue to be halted from trading (the "Trading Halt"), and the trading of the Company shares is expected to remain halted pending completion of the Proposed Transaction.
Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking information relating to the Meeting, the Trading Halt, and the Proposed Transaction (including obtaining necessary approvals). The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the completion of the Proposed Transaction, the length of the Trading Halt, and the Meeting occurring on June 21, 2022. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based, are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent management's discussion and analysis that is available on the Company's profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
For more information on the Company, please contact SolidusGold Inc.
Sorin Posescu, Chief Executive Officer
Email: info@solidusau.com
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