This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
NEW YORK, Aug. 07, 2019 (GLOBE NEWSWIRE) -- Electrum Strategic Opportunities Fund II L.P. (“Electrum”) announces that pursuant to the plan of arrangement (the “Arrangement”) involving Constantine Metal Resources Ltd. (“Constantine”) and HighGold Mining Inc. (“HighGold”), which was approved by the shareholders of Constantine on July 25, 2019 (the “Closing”), and in accordance with the terms of an arrangement agreement entered into between Constantine and HighGold dated June 21, 2019, Electrum was issued 2,941,176 common shares (“Common Shares”) in the capital of HighGold and the right to acquire an additional 2,941,176 Common Shares upon the exercise of certain common share purchase warrants (the “Adjusted Warrants”) of Constantine pursuant to the adjustment provisions set out in the Arrangement. The Adjusted Warrants entitle Electrum to acquire 2,153,220 Common Shares at an exercise price of $1.00 per share until May 29, 2023 and an additional 787,956 Common Shares at the same exercise price until July 19, 2023.
As a result of the Closing, Electrum owns 2,941,176 Common Shares and 2,941,176 Adjusted Warrants representing approximately 19.4% of the issued and outstanding Common Shares or 32.57% upon the exercise of the Adjusted Warrants (assuming that all of the Adjusted Warrants owned by Electrum immediately following the Closing are exercised and that no other securities, including those convertible into, or exercisable for, Common Shares, are issued, converted or exercised). As a result of the Closing, Electrum Global Holdings L.P., a “joint actor” (as such term is defined in National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues) of Electrum, owns 83,333 Common Shares representing approximately 0.55% of the issued and outstanding Common Shares. The securities percentages referenced above are based on the HighGold capital structure disclosure set out in the management information circular of Constantine dated June 27, 2019 relating to shareholder approval of the Arrangement.
The securities referred to above were acquired for investment purposes and Electrum and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of HighGold whether in the open market, by privately negotiated agreement or otherwise.
Electrum is an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“NI 45-106”)) because Electrum is a “person” (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are “accredited investors”.
HighGold is located at 320-800 West Pender Street, Vancouver, British Columbia V6C 2V6. Electrum is located at 535 Madison Avenue, 12th Floor, New York, NY 10022, USA. A copy of the early warning report to which this news release relates can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of HighGold at www.sedar.com.