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Barsele and Gold Line Announce Merger to Create Scandinavian Focused District-Scale Gold Exploration & Development Company13.12.2023 | 14:00 Uhr | CNW
VANCOUVER, BC and TORONTO, Dec. 13, 2023 - Barsele Minerals Corp. ("Barsele") (TSXV: BME) (OTC: BRSLF) and Gold Line Resources Ltd. ("Gold Line") (TSXV: GLDL) (OTC: TLLZF) are pleased to announce that they have entered into an arrangement agreement (the "Arrangement Agreement"), dated December 12, 2023, pursuant to which Barsele will acquire all of the issued and outstanding common shares of Gold Line (the "Gold Line Shares") in exchange for common shares of Barsele (the "Barsele Shares") by way of a plan of arrangement (the "Transaction", with Barsele following completion of the Transaction referred to as the "Resulting Issuer"). The Transaction will create a combined company with a leading gold portfolio underpinned by the advanced stage Barsele gold project (the "Barsele Project") currently being advanced by Barsele in partnership with Agnico Eagle Mines Limited ("Agnico"). The Transaction will consolidate a large and prospective gold exploration portfolio in Sweden and Finland; this includes a district-scale property package situated on the prolific Gold Line Mineral Belt in Sweden, totalling over 104,000 hectares, and the Oijärvi gold project (the "Oijärvi Project") located in the Oijärvi Greenstone Belt of Finland. Transaction Highlights:
Gary Cope, President and CEO of Barsele, commented: "This Transaction is a unique opportunity to bring together complementary assets and teams to create a leading gold company with a district-scale focus in Scandinavia. Barsele is delighted to welcome Taj Singh as the new President and CEO and Toby Pierce as Chair following closing. The leadership changes and acquisition of Gold Line's district-scale exploration portfolio and the Oijärvi Project allows the creation of a larger, stronger and more diversified company with improved access to capital and one of the largest gold exploration portfolios in Scandinavia." Taj Singh, President and CEO of Gold Line, commented: "We are very pleased to be combining with Barsele. The Barsele team has done a tremendous job advancing the Barsele Project from an exploration stage project to a joint venture with Agnico. This combination gives Gold Line shareholders a more immediate re-rating and return potential through the advanced stage Barsele Project, while maintaining exposure to the new discovery potential across our district-scale gold exploration portfolio." Concurrent with the Transaction, Barsele intends to undertake a financing to raise approximately $1.0 million in a non-brokered private placement (the "Concurrent Private Placement") to fund the exploration programs across the combined portfolio of the Resulting Issuer, costs related to the proposed Transaction, and for working capital and general corporate purposes. Further details of the Concurrent Private Placement are outlined below. Transaction Terms Upon completion of the Transaction, the Resulting Issuer will continue to be listed on the TSX Venture Exchange ("TSXV") under the existing name and ticker symbol of Barsele. Excluding shares that will be issued in connection with the Concurrent Private Placement at closing, existing shareholders of Barsele will own approximately 80% of the Resulting Issuer's outstanding shares and existing shareholders of Gold Line will own approximately 20% of the Resulting Issuer outstanding shares on an undiluted basis. The Arrangement Agreement contains customary deal-protection provisions including a non-solicitation covenant in respect of Gold Line, a right of Barsele to match any superior proposal as defined and described in the Arrangement Agreement. Under certain circumstances, if the Arrangement Agreement is terminated Barsele would be entitled to a termination fee of $400,000. Additionally, each party is entitled to an expense reimbursement fee in certain circumstances. Full details of the Transaction will be included in a management information circular to be mailed to Gold Line shareholders and will be available on SEDAR+ in the coming weeks. In addition, a copy of the Arrangement Agreement will be filed under each company's profile on SEDAR+. Conditions to Completion The Transaction is subject to approval at a special meeting of Gold Line shareholders (the "Gold Line Meeting") and requires an affirmative vote in favour o the Transaction from 66.67% of the votes cast by Gold Line ?shareholders at the Gold Line Meeting. The Transaction is not subject to any minority approval required under either the policies of the TSXV or Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Barsele does not require shareholder approval of the Transaction. Board of Directors and Management of Resulting Issuer The Resulting Issuer Board is expected to be made up of Gold Line directors Mr. Toby Pierce (Non-executive Chair) and Mr. Taj Singh and Barsele directors Gary Cope and Ross Wilmot, as well as new incumbent Mr. Marc Legault. Mr. Legault is a geologist and spent 34 years working at Agnico, including experience on the Barsele Project, and retired from Agnico in 2022 as a Senior Vice-President. Transaction Timeline Recommendations by the Boards of Directors and Fairness Opinion Voting Support Agreements Concurrent Private Placement The gross proceeds of the Concurrent Private Placement to be held in escrow pending the satisfaction of the escrow release conditions, including the satisfaction of the conditions to the closing of the Transaction, and certain other customary conditions. Barsele may pay cash finder's fees to certain finders in respect of subscriptions received from investors in the Concurrent Private Placement, subject to entering into customary finder's fee agreements with such finders and the policies of the TSXV. The Concurrent Private Placement is subject to approval of the TSXV. Advisors and Counsel Qualified Persons Benjamin Gelber, M.Sc., P.Geo. is a Qualified Person as set out under NI 43-101 and has reviewed and approved the scientific and technical information in this news release with respect to Gold Line and its assets. About Barsele Minerals Corp. About Gold Line Resources Ltd. Cautionary Note Regarding Forward Looking Information Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Barsele's and Gold Line's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Barsele and Gold Line each believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to consummate the Concurrent Private Placement; the ability to obtain requisite court, regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the ability of Barsele and Gold Line to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact on exploration activities; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Transaction; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of Barsele and Gold Line and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Barsele and Gold Line with the Canadian securities regulators, including Barsele's and Gold Line's respective financial statements and related management's discussion and analysis for the financial year ended December 31, 2022 and their respective interim financial reports and related management's discussion and analysis for the period ended September 30, 2023 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Barsele and Gold Line have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended Barsele and Gold Line do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law. 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. Appendix - Mineral Resource Tables Table 1: Barsele Deposit 2019 Base Case Scenario using US$1,300 gold price per ounce and 0.5 g/t cut-off for open pit and a 1.5 g/t cut-off for bulk underground and 1.8 g/t cut-off for select underground.
Table 2: Kylmäkangas Deposit 2022 Base Case Scenario using US$1,657 gold price and US$21.52 silver price and 1.5 g/t gold cut-off for underground.
View original content:https://www.prnewswire.com/news-releases/barsele-and-gold-line-announce-merger-to-create-scandinavian-focused-district-scale-gold-exploration--development-company-302013822.html SOURCE Barsele Minerals Corp. Contact Barsele Minerals Corp., Gary Cope, President & CEO and Director, T: (604) 687-8566, E: info@barseleminerals.com, W: www.barseleminerals.com; Gold Line Resources Ltd., Taj Singh, President & CEO and Director, T: (416) 568-1027, E: info@goldlineresources.com, W: www.goldlineresources.com Dieser Artikel stammt von Rohstoff-Welt.de
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