ISS and Glass Lewis Recommend SnipGold Shareholders Vote FOR Arrangement with Seabridge
06 June 2016 - 10:00PM
Seabridge Gold Inc. (TSX:SEA) (NYSE:SA)
("
Seabridge") and
SnipGold Corp.
(TSX.V:SGG) ("
SnipGold") are pleased to announce
that ISS Proxy Advisory Services (“
ISS”) and
Glass, Lewis & Co. (“
Glass Lewis”) have both
recommended that SnipGold's shareholders vote FOR the resolution to
approve a statutory arrangement (the
“
Arrangement”) through which Seabridge will
acquire all of the issued and outstanding common shares of
SnipGold. The resolution will be considered at the upcoming
Annual General and Special Meeting of SnipGold’s shareholders to be
held on Wednesday, June 15, 2016 at 10th Floor, 595 Howe Street,
Vancouver, British Columbia at 10:00 a.m. (Pacific Time).
ISS and Glass Lewis are independent proxy
advisory firms which, among other services, provide proxy voting
recommendations to pension funds, investment managers, mutual funds
and other institutional shareholders.
Seabridge Gold Chairman and CEO Rudi Fronk noted
that Seabridge plans to begin work on SnipGold’s Iskut Project
immediately after the proposed Arrangement is approved by
SnipGold’s shareholders and it is effective. “We are anxious to get
going. We have raised financing for a program that includes $3
million of drilling at the Iskut Property this summer. We are
targeting opportunities identified by SnipGold, further definition
of existing resources and new targets that reflect our
understanding of Iskut’s geology which clearly resembles what we
have been exploring intensively at KSM for the past 10 years.
Our primary focus will be the property’s high-grade gold potential
similar to its historical production. We will also be assessing and
interpreting the wealth of historical data to refine the property’s
many other targets. At the same time, we intend to begin
implementing a robust environmental program to remediate the
effects of historical production.”
The Arrangement
Pursuant to the Arrangement it is proposed that
Seabridge will acquire each outstanding common share of SnipGold
for 1/63rd of a Seabridge share. The Arrangement has been
unanimously approved by SnipGold’s board of directors and the board
has recommended that SnipGold shareholders vote in favour of the
Arrangement. Details of the Arrangement are disclosed in
SnipGold’s information circular, which is available on its website
at www.snipgoldcorp.com and on its SEDAR profile at
www.sedar.com
Voting
Shareholders are reminded to vote their proxy
prior to the proxy voting deadline of Monday, June 13, 2016 at
10:00 a.m. (Pacific Time). Due to the approach of the voting
deadline, shareholders are urged to vote today using one of the
alternatives below.
Registered Shareholders: Shareholders who have
physical certificates representing SnipGold shares may vote by
telephone or via the internet. To vote by telephone call
1-866-732-8683 from a touch tone phone. When prompted, enter your
Control Number listed on the proxy and follow the voting
instructions. To vote via the internet, go to www.investorvote.com
and enter your Control Number listed on the proxy and follow the
voting instructions on the screen. If you vote by telephone or via
the internet, do not complete or return the form of proxy.
Beneficial Shareholders: Shareholders who hold
their shares through a broker or other intermediary may vote via
the internet at www.proxyvote.com or follow the other instructions
found on their voting instruction form.
Shareholders who have any questions about the
information contained in the information circular or require
assistance with voting should contact SnipGold’s Proxy Solicitor,
Laurel Hill Advisory Group, toll-free at 1-877-452-7184 or send an
email to assistance@laurelhill.com.
About SnipGold Corp.
SnipGold Corp. (formerly Skyline Gold
Corporation) is a Canadian exploration company focused on
exploration in the Golden Triangle Area of northwestern B.C.
SnipGold's primary asset is a contiguous block of ground in excess
of 286 sq km in size which has been consolidated through a series
of transactions that began in 2005. The consolidated land package
has undergone intermittent exploration with the majority of the
work carried out in the late 1980s and early 1990s. This early work
was undertaken by over 30 independent operators and their efforts
have highlighted numerous targets which have seen little to no
follow up work in the past 20 years.
About Seabridge Gold Inc.
Seabridge's principal assets are the 100% owned
KSM property located near Stewart, British Columbia, and the 100%
owned Courageous Lake gold project located in the Northwest
Territories. For a breakdown of Seabridge's mineral resources by
project and resource category please visit the company's website at
www.seabridgegold.net.
On Behalf of the Board of
DirectorsSnipGold Corp. “Patrick Soares”
Patrick Soares,Chairman of the Board |
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On behalf of the Board of
Directors Seabridge Gold Inc. “Rudi Fronk”
Rudi Fronk,Chairman and Chief Executive Officer |
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE
Forward-Looking Information Disclaimer
This release contains certain “forward-looking
information” under applicable Canadian securities laws and
"forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995 concerning
the events and transactions contemplated by the Arrangement
Agreement. Forward-looking information and forward looking
statements (herein “forward-looking information”) reflect
SnipGold’s and Seabridge’s current internal expectations or beliefs
and is based on information currently available to the two
companies and includes statements with respect to the plan to begin
an exploration program and an environmental program at SnipGold’s
Iskut Property immediately after the Arrangement is approved by
shareholders and is effective. In some cases forward-looking
information can be identified by terminology such as “may”, “will”,
“should”, “expect”, “intend”, “plan”, “anticipate”, “believe”,
“estimate”, ”projects”, “potential”, “scheduled”, “forecast”,
“budget” or the negative of those terms or other comparable
terminology. Assumptions upon which such forward-looking
information is based include, among others, that the conditions to
closing of the Arrangement will be satisfied, that the transactions
contemplated by the Arrangement Agreement will be completed on the
terms set out the Arrangement Agreement, that all required
regulatory, security holder, court and governmental approvals will
be obtained on a timely basis, and that the business prospects and
opportunities of each of the companies will proceed as
anticipated. Many of these assumptions are based on factors
and events that are not within the control of SnipGold or
Seabridge, and there is no assurance they will prove to be correct
or accurate. Risk factors that could cause actual results to differ
materially from those predicted herein include, without limitation:
that the Arrangement will not be completed at all or on the terms
less favourable to one party or the other, that required
regulatory, security holder or court approvals will not be obtained
and that the business prospects and opportunities of each of the
companies will not proceed as anticipated. In addition, there
are risks and hazards associated with the business of mineral
exploration, development and mining, including environmental
hazards, industrial accidents, unusual or unexpected formations,
pressures, cave-ins and flooding (and the risk of inadequate
insurance or inability to obtain insurance to cover these risks),
as well as the risks disclosed by Seabridge and SnipGold in their
respective filings on SEDAR at www.sedar.com. Forward-looking
information is not a guarantee of future performance and actual
results and future events could differ materially from those
discussed in any such forward-looking information. All of the
forward-looking information contained in this news release is
qualified by these cautionary statements. Readers cannot be
assured that actual results will be consistent with such
statements. The Arrangement may not be completed on the terms
described above, or at all. Accordingly, readers are
cautioned against placing undue reliance on any of the
forward-looking information contained herein. SnipGold and
Seabridge expressly disclaim any intention or obligation to update
or revise any forward-looking information in this news release,
whether as a result of new information, events or otherwise, except
as required by applicable securities laws.
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