TORONTO, April 27,
2023 /CNW/ - Millennial Precious Metals Corp. (TSXV:
MPM) (OTCQB: MLPMF) ("Millennial" or the "Company") is pleased to
announce that, at the special meeting of shareholders of the
Company ("Shareholders") held yesterday (the "Special Meeting"),
Shareholders overwhelmingly approved the proposed arrangement (the
"Arrangement") with Integra Resources Corp. ("Integra") under the
provisions of the Business Corporations Act (British Columbia).
At the Special Meeting, the special resolution authorizing the
Arrangement (the "Arrangement Resolution") was approved by: (i)
approximately 99.79% of the votes cast by Shareholders present in
person or represented by proxy and entitled to vote; and (ii)
approximately 99.76% of the votes cast by the minority Shareholders
present in person or represented by proxy and entitled to vote,
which excluded the votes cast in respect of the common shares of
Millennial beneficially owned, or over which control or direction
is exercised, by Mr. Jason Kosec and
Mr. Andres Tinajero, as determined
in accordance with Multilateral Instrument 61-101 – Protection
of Minority Shareholders in Special Transactions. The
Shareholders who participated in the Arrangement Resolution
represented approximately 57.93% and 55.22%, respectively, of all
issued and outstanding common shares of Millennial entitled to vote
on the special resolution authorizing the Arrangement.
TRANSACTION UPDATE
Assuming that all approvals are obtained and all conditions
precedent are satisfied or waived, Millennial anticipates that
closing of the Arrangement will occur on or about May 4, 2023.
Completion of the Arrangement remains subject to, among other
things, satisfaction of all conditions precedent to closing the
Arrangement, including the final approval of the Supreme Court of
British Columbia. The hearing for
the final order of the Supreme Court of British Columbia to approve the Arrangement is
scheduled to take place on May 1,
2023.
TRANSACTION BACKGROUND
On February 26, 2023, Millennial
and Integra entered into a definitive arrangement agreement,
whereby, subject to the terms and conditions of the arrangement
agreement, Integra will acquire all of the issued and outstanding
common shares of Millennial by way of a statutory plan of
arrangement under the provisions of the Business Corporations
Act (British Columbia).
Under the terms of the Arrangement, Shareholders will be
entitled to receive 0.23 of a common share of Integra in exchange
for each common share of Millennial held immediately prior to the
effective time of the Arrangement.
Further details regarding the Arrangement are set out in the
management information circular of Millennial dated March 27, 2023, which is available on SEDAR
(www.sedar.com) under Millennial's issuer profile.
ABOUT MILLENNIAL PRECIOUS METALS
CORP.
Millennial Precious Metals (TSXV: MPM, OTCQB: MLPMF) is an
exploration and development company focused on unlocking quality
ounces through the responsible expansion of its eight gold and
silver projects located in Nevada
and Arizona, USA. The Company
plans to accelerate the development of its two flagship projects
located in Nevada: Wildcat and
Mountain View. The Wildcat Inferred Mineral Resource estimate
contains 776,000 ounces of oxide Au (60.8 million tonnes at 0.40
g/t Au; effective date of November 18,
2020) and the Mountain View Inferred Mineral Resource
estimate contains 427,000 ounces of oxide Au (23.2 million tonnes
at 0.57 g/t Au; effective date of November
15, 2020). Technical reports titled "NI 43-101 Technical
Report Resource Estimate for the Wildcat Project, Pershing County, Nevada, United States", dated November 20, 2020 with an effective date of
November 18, 2020 prepared by
William J. Lewis, B.Sc., P.Geo.,
Rodrigo Calles-Montijo, MSc., CPG,
and Leonardo de Souza, MAusIMM (CP),
and "NI 43-101 Technical Report for the Mountain View Project,
Washoe County, Nevada, USA", dated
November 25, 2020 with an effective
date of November 15, 2020, prepared
by William J. Lewis, B.Sc., P.Geo.,
Rodrigo Calles-Montijo, MSc., CPG,
and Leonardo de Souza, MAusIMM (CP),
are available on Millennial's issuer profile on SEDAR at
www.sedar.com.
Millennial Precious Metals is led by an experienced management
team and board of directors with a proven track record of success
in financing and developing high-quality mining projects. The
Company is well positioned to create value for all stakeholders by
applying a systematic strategy to advance and de-risk all eight
projects over the next few years.
Corporate Website: https://millennialpreciousmetals.com/
CAUTION REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this news release are forward-looking
statements, which reflect the expectations of management regarding
the business development objectives and plans of Millennial. Such
statements include, but are not limited to, the terms and
conditions of the Arrangement, timing for the hearing for the final
order of the Supreme Court of British
Columbia to approve the Arrangement and the timing and
ability of the Company to complete the Arrangement.
Forward-looking information contained in this news release
are based on certain factors and assumptions. While Millennial
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward
looking information involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information. Such factors include the ability to
obtain necessary approvals in respect of the Arrangement, the
ability to consummate the Arrangement, risks inherent in the
exploration and development of mineral deposits, including risks
relating to changes in project parameters as plans continue to be
redefined, risks relating to variations in grade or recovery rates,
risks relating to changes in mineral prices and the worldwide
demand for and supply of minerals, risks related to increased
competition and current global financial conditions, access and
supply risks, reliance on key personnel, operational risks,
regulatory risks, including risks relating to the acquisition of
the necessary licenses and permits, financing, capitalization and
liquidity risks, title and environmental risks and risks relating
to health pandemics and the outbreak of communicable
diseases.
Further, these forward-looking statements reflect
management's current views and are based on certain expectations,
estimates and assumptions which may prove to be incorrect. A number
of risks and uncertainties could cause the Company's actual results
to differ materially from those expressed or implied by the
forward-looking statements, including: (1) a downturn in general
economic conditions in North
America and internationally, (2) the inherent uncertainties
and speculative nature associated with mineral exploration, (3) a
decreased demand for precious metals, (4) any number of events or
causes which may delay exploration and development of the property
interests, such as environmental liabilities, weather, mechanical
failures, safety concerns and labour problems, (5) the risk that
the Company does not execute its business plan, (6) inability to
finance operations and growth, (7) inability to obtain all
necessary permitting and financing, and (8) other factors beyond
the Company's control. These forward-looking statements are made as
of the date of this news release and Millennial does not assume an
obligation to update these forward-looking statements, or to update
the reasons why actual results differed from those projected in the
forward-looking statements, except in accordance with applicable
securities laws.
Neither 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.
SOURCE Millennial Precious Metals Corp.