VANCOUVER, Feb. 26, 2019
/CNW/ - IDM Mining Ltd. (TSXV: IDM) (OTCQB: IDMMF) ("IDM" or
the "Company") announces that it has filed and mailed
meeting materials for the special meeting of IDM securityholders
(the "Special Meeting") to be held in connection with the
proposed plan of arrangement with Ascot Resources Ltd.
("Ascot"), as previously announced on January 7, 2019.
The Arrangement:
At the Special Meeting, holders of
IDM common shares (the "IDM Shareholders") and holders of
IDM options (the "IDM Optionholders", and together with the
IDM Shareholders, the "IDM Securityholders") will be asked
to consider and vote upon a proposed arrangement (the
"Arrangement") between IDM and Ascot pursuant to which Ascot
will acquire all of the issued and outstanding common shares of IDM
(the "Transaction"). Each IDM Shareholder will be entitled
to receive 0.0675 of a common share of Ascot for each share of IDM
held. The Transaction will consolidate Ascot's Premier Gold project
("Premier") and IDM's Red Mountain Gold project, to create a
leading high-grade gold development and exploration company in
northwestern British Columbia's
Golden Triangle. The combined entity will benefit from numerous
operational and development synergies.
Your vote is important regardless of the number of IDM common
shares ("IDM Shares") or IDM options ("IDM Options") you own.
As an IDM Securityholder, it is very important that you
read the Notice of Meeting, Management Information Circular (the
"Circular") and related materials with respect to the
Special Meeting (collectively, the "Meeting Materials")
carefully and then vote your IDM Shares and IDM Options at the
Special Meeting. You are eligible to vote your IDM Shares and IDM
Options if you were an IDM Securityholder of record at the close of
business on February 8, 2019. You may
vote in person at the Special Meeting or by proxy. The Meeting
Materials are available under IDM's profile on SEDAR at
www.sedar.com and on IDM's website at www.idmmining.com.
The IDM Board of Directors UNANIMOUSLY
recommends that IDM
Securityholders vote IN FAVOUR of the proposed Arrangement
Benefits of the Arrangement:
IDM expects the
Arrangement to provide long-term financial, strategic and
operational benefits and advantages for IDM Securityholders. In
evaluating the Arrangement and unanimously reaching their
conclusion and making their recommendations in support of the
Arrangement, the IDM Board of Directors considered the benefits and
advantages resulting from the Arrangement, including, but are not
limited to:
- The combination of the two advanced high-grade projects will
result in a compelling resource base of high-grade measured and
indicated gold-silver resources positioning Ascot as a consolidator
of the southern Golden Triangle;
- Complementary management teams with a combined skill set of
mining development, operations, finance, exploration and community
relations experience; locally-based team of miners, drillers and
support team;
- Two, 15+ km long early-Jurassic geological trends totaling
25,000 hectares, which host multiple advanced deposits with
significant potential new high-grade gold discoveries located 25
kms from each other;
- Geographic and regulatory proximity, with all assets located
within Treaty territory of the Nisga'a Nation, near the prominent
mining communities of Stewart, British
Columbia and Hyder,
Alaska;
- A solid infrastructure foundation at Premier, which includes
underground workings, process mill, tailings storage facility,
power and water treatment facilities; and
- Strong, supportive combined corporate, retail and institutional
shareholder base providing enhanced market visibility.
IDM Securityholders are encouraged to read the 'Reasons for the
Recommendation' section contained within the Circular for a full
summary of the principal reasons for the unanimous recommendation
of the IDM Board of Directors that IDM Securityholders vote
FOR the proposed Arrangement.
IDM Meeting:
The Special Meeting will be held on
Wednesday, March 20, 2019 at
10:00am (Pacific Time) at the offices
of DuMoulin Black LLP, 10th Floor, 595 Howe Street, Vancouver, British Columbia, where IDM
Securityholders will be asked to consider and vote on the
Transaction.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
IDM Securityholder Questions and Assistance
If you
have any questions or require assistance voting your IDM Shares or
IDM Options, please contact our proxy solicitation agent, Laurel
Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside
North America at +1 416 304-0211,
or by e-mail at assistance@laurelhill.com.
About IDM and Red Mountain
IDM Mining Ltd. is an exploration and development company based
in Vancouver, BC, Canada focused on advancing the Red Mountain
Gold project towards production. The 17,125 hectare Red
Mountain Gold project is located in northwestern BC, 15 km
northeast of the mining town of Stewart.
ON BEHALF OF THE BOARD
of IDM Mining Ltd.
"Robert McLeod"
President, CEO and Director
"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."
Forward-Looking Statements: Some statements in
this news release contain forward-looking information or
forward-looking statements for the purposes of applicable
securities laws. These statements include, among others,
statements related to the completion of the Arrangement and the
anticipated benefits of the Arrangement. In making the
forward-looking statements in this release, the Company has applied
certain assumptions that based on the Company's current belief as
well as information currently available to the
Company. Although the Company considers these assumptions to
be reasonable based on information currently available to it, they
may prove to be incorrect, and the forward-looking statements in
this release are subject to numerous risks, uncertainties and other
factors that may cause future results to differ materially from
those expressed or implied in such forward -looking
statements. A fulsome description of the assumptions, risks
and uncertainties related to the forward-looking statements in this
release are described in the detail in the Circular referenced in
this release. Readers are cautioned not to place undue
reliance on forward-looking statements. The Company does not
intend, and expressly disclaims any intention or obligation to,
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as required
by law.
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SOURCE IDM Mining Ltd.