TORONTO, April 22, 2020 /CNW/ - Excellon Resources
Inc. (TSX: EXN, EXN.WT, OTC: EXLLF and FRA: E4X1) ("Excellon" or
the "Company") and Otis Gold Corp. (TSX-V: OOO, OTC: OGLDF, FRA:
4OG) ("Otis") are pleased to announce they have received final
approval of the British Columbia Supreme Court for their proposed
business combination pursuant to a plan of arrangement (the
"Arrangement"). Excellon and Otis currently anticipate the closing
of the Arrangement to occur on April 23,
2020 subject to the satisfaction or waiver of all
conditions precedent.
Under the terms of the Arrangement, Otis shareholders will be
entitled to receive 0.23 common shares of Excellon in exchange for
each common share of Otis held. Further details regarding the
Arrangement are set out in the joint management information
circular of Excellon and Otis dated March
13, 2020 (the "Circular"), which is available on SEDAR
(www.sedar.com) under the issuer profiles of Excellon and Otis,
respectively.
Debt Settlement
In connection with the Arrangement, Arbutus Grove Capital Corp.,
(a private company owned and controlled by Craig Lindsay, Chief Executive Officer of Otis)
("Arbutus") will become entitled to a change of control payment as
disclosed in the Circular. Arbutus has agreed to accept 1,348,921
common shares of Otis at a deemed price of $0.1112 per common share (the "Settlement
Shares") in satisfaction of $150,000
of the change of control payment. The debt settlement is subject to
receipt of all required regulatory approvals including the approval
of the TSX Venture Exchange. Closing of the debt settlement will
occur immediately following approval from the TSX Venture Exchange.
The Settlement Shares will be held in escrow until the
effective time of the Arrangement. Each Settlement Share will be
exchanged for 0.23 of a common share of Excellon pursuant to the
Arrangement.
About Excellon
Excellon's 100%-owned Platosa Mine has been Mexico's highest-grade silver mine since
production commenced in 2005. The Company is focused on optimizing
Platosa's cost and production profile, discovering further
high-grade silver and carbonate replacement deposit mineralization
on the 14,000-hectare Platosa Project and epithermal silver
mineralization on the 100%-owned 45,000-hectare Evolución Property,
and capitalizing on current market conditions by acquiring
undervalued projects. The Company also holds an option on the 164
km2 Silver City Project in Saxony, Germany, a high-grade epithermal silver
district with 750 years of mining history and no modern
exploration.
Additional details on Excellon's properties are available at
www.excellonresources.com.
About Otis
Otis is a resource company focused on the acquisition,
exploration, and development of precious metal deposits in
Idaho, USA. Otis is currently
developing its flagship property, the Kilgore Project, located in
Clark County, Idaho and the Oakley
Project, located in Cassia County,
Idaho.
Additional details on Otis properties are available at
www.otisgold.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Canadian securities laws. Such statements in this
press release include, without limitation, statements regarding the
debt settlement and approval of the TSX Venture Exchange;
the exchange ratio and value of the Excellon Shares being
delivered as arrangement consideration; the timing and ability of
Excellon and Otis to satisfy the conditions precedent to closing
the Arrangement, if at all; and the closing of the Arrangement, if
at all. Although the companies believe that such
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Forward-looking statements
are typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar expressions, or
are those, which, by their nature, refer to future events. The
companies caution investors that any forward-looking statements are
not guarantees of future results or performance, and that actual
results may differ materially from those in forward looking
statements as a result of various factors, including, but not
limited to, the inability to obtain the approval of the TSX Venture
Exchange; the inability to satisfy the conditions required to
complete the Transaction; the companies not being able to obtain
third-party approvals; the Arrangement being terminated; variations
in the nature, quality and quantity of any mineral deposits that
may be located, significant downward variations in the market price
of any minerals produced, the inability to obtain any necessary
permits, consents or authorizations required for its activities, to
produce minerals from its properties successfully or profitably, to
continue its projected growth, to raise the necessary capital or to
be fully able to implement its business strategies. The companies
do not undertake, and assumes no obligation, to update or revise
any such forward-looking statements or forward-looking information
contained herein to reflect new events or circumstances, except as
may be required by law.
The public disclosure filings of Excellon and Otis may be
accessed via www.sedar.com and readers are urged to review these
materials, including the technical reports filed with respect to
the mineral properties of the Combined Company, and particularly
the September 7, 2018 NI 43-101
technical report prepared by SRK Consulting (Canada) Inc. with respect to the Platosa
Property.
This press release is not and is not to be construed in any
way as, an offer to buy or sell securities in the United States. The distribution of the
Excellon Shares in connection with the transactions described
herein will not be registered under the United States Securities
Act of 1933 (the "U.S. Securities Act") and the Excellon Shares may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
the Excellon Shares, nor shall there be any offer or sale of the
Excellon Shares in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 press release.
SOURCE Excellon Resources Inc.