Aquila Resources Announces That ISS Supports the Transaction With Gold Resource Corporation and Recommends That Shareholders Vote for the Arrangement Resolution
08 November 2021 - 8:08PM
Business Wire
Aquila Resources Inc. (TSX: AQA,
OTCQB: AQARF) (“Aquila”, “AQA” or the
“Company”) announces that leading independent international
corporate governance analysis and proxy advisory firm Institutional
Shareholder Services (“ISS”) has recommended that Aquila
shareholders vote FOR the Arrangement Resolution in advance of the
upcoming Special Meeting of Shareholders to be held on November 17,
2021 (the “Meeting”). The Meeting is being held in
connection with Aquila’s definitive arrangement agreement (the
“Arrangement Agreement”) with Gold Resource Corporation
(“GORO”) (NYSE American: GORO) providing for the acquisition
by GORO of all the issued and outstanding common shares of Aquila
by way of a plan of arrangement under the Business Corporations Act
(Ontario) (the “Transaction”).
In reaching its recommendation, ISS
noted that: “The arrangement makes strategic sense as the combined
company will be transformed into a diversified base metal producer,
providing a reduction in the risks associated with being a
single-asset, single-jurisdiction operator. The combined company is
further anticipated to have a sufficiently strong balance sheet to
pursue growth opportunities as well as benefit from the free cash
flow generation of an existing asset in production to put towards
future capital expenditure requirements. Given the robust process
conducted by the board and special committee, the transaction
appears to represent the best available option to shareholders to
avoid a significant dilution which would be otherwise necessary to
advance the Back Forty Project, being AQA's primary asset.”
HOW TO VOTE
Aquila shareholders are reminded
that the deadline to vote by proxy is fast approaching.
Shareholders must submit their votes by no later than 10:00 a.m.
(Eastern time) on November 15, 2021. Your vote is important,
regardless of how many Aquila shares you own.
Aquila’s board of directors has
determined that the Transaction is in the best interests of Aquila
shareholders. The board of directors unanimously recommends that
Aquila shareholders vote FOR the Arrangement Resolution.
Details regarding the items of
business to be voted on at the meeting can be found in Aquila’s
Circular, available on SEDAR (www.sedar.com). Given the ongoing
COVID-19 pandemic, the Company urges shareholders to vote by proxy,
ahead of the Meeting. Aquila shareholders are requested to date,
sign and return the accompanying form of proxy for use at the
Meeting or any adjournment or postponement thereof or,
alternatively, to vote by telephone, or over the internet, in each
case in accordance with the enclosed instructions. A proxy will not
be valid for use at the Meeting unless the completed form of proxy
is deposited at the offices of TSX Trust Company at 100 Adelaide
St. W., Suite 300, Toronto Ontario M5H 1S3 (Attn: Proxy Department)
not later than 10:00 a.m. (Eastern Time) on November 15, 2021.
ABOUT AQUILA
Aquila Resources Inc. (TSX: AQA,
OTCQB: AQARF) is a development-stage company focused on high grade
polymetallic projects in the Upper Midwest, USA. Aquila’s
experienced management team is currently advancing pre-construction
activities for its flagship 100%‐owned gold and zinc-rich Back
Forty Project in Michigan.
The Back Forty Project is a
volcanogenic massive sulfide deposit with open pit and underground
potential located along the mineral-rich Penokean Volcanic Belt in
Michigan’s Upper Peninsula. Back Forty contains approximately 1.1
million ounces of gold and 1.2 billion pounds of zinc in the
Measured & Indicated Mineral Resource classifications, with
additional exploration upside. An optimized Feasibility Study for
the Project is underway.
Additional disclosure of Aquila’s
financial statements, technical reports, material change reports,
news releases and other information can be obtained at
www.aquilaresources.com or on SEDAR at www.sedar.com.
Cautionary statement regarding
forward-looking information
This press release may contain
certain forward-looking statements. In certain cases,
forward-looking statements can be identified by the use of words
such as “plans”, “expects” or “does not anticipate”, or “believes”,
or variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “would”, “might” or
“will be taken”, “occur” or “be achieved”. In particular, this news
release contains forward-looking information pertaining to the
following: statements regarding the Transaction, including with
respect to the benefits of the Transaction and expectations
regarding the combined company; the timing of key Transaction
milestones and closing; and the ability of GORO and Aquila to
satisfy the conditions to and to complete the Transaction.
Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond
the ability of Aquila to control or predict, that may cause their
actual results, performance or achievements to be materially
different from those expressed or implied thereby, and are
developed based on assumptions about such risks, uncertainties and
other factors set out herein, including but not limited to: the
satisfaction of the conditions precedent to the closing of the
Transaction (including the obtaining of all shareholder, court, and
regulatory approvals); risks associated with the Transaction and
acquisitions generally; the Arrangement Agreement may be terminated
in certain circumstances; Aquila will incur costs even if the
Transaction is not completed; all necessary approvals and consents
may not be obtained; uncertainty regarding the ability of the
parties to complete all Transaction milestones on the intended
timing; inherent risks of mining exploration, development and
production operations; economic factors affecting the Company
and/or GORO; the integration of the businesses of the Company and
GORO; political conditions and the regulatory environment in the
United States and Mexico; and the scope, duration, and impact of
the COVID-19 pandemic on the Company and GORO as well as the scope,
duration and impact of government action aimed at mitigating the
pandemic; and other related risks and uncertainties, including, but
not limited to, risks and uncertainties disclosed in Aquila’s
filings on its website at www.aquilaresources.com and on SEDAR at
www.sedar.com. Aquila undertakes no obligation to update
forward-looking information except as required by applicable law.
Such forward-looking information represents Aquila’s best judgment
based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information. Furthermore,
mineral resources that are not mineral reserves do not have
demonstrated economic viability.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211108005995/en/
Guy Le Bel, President & CEO, Director Tel: 450.582.6789
glebel@aquilaresources.com
David Carew, VP Corporate Development & IR Tel: 647.943.5677
dcarew@aquilaresources.com