TORONTO, June 15,
2023 /CNW/ - Superior Gold Inc.
("Superior" or the "Company") (TSXV: SGI) (OTCQX:
SUPGF) today announced that leading independent proxy advisory
firms, Institutional Shareholder Services Inc. ("ISS") and
Glass, Lewis & Co., LLC ("Glass Lewis"), have both
recommended that Company shareholders vote FOR the resolution
approving the acquisition of the Company by Catalyst Metals Limited
("Catalyst") (ASX:CYL) by way of a plan of arrangement in
accordance with the Business Corporations Act (Ontario) (the "Arrangement") at the
Company's Special meeting to be held on June
26, 2023.
Under the terms of the Arrangement, each holder of Superior
common shares will receive 0.3571 of an ordinary share in the
capital of Catalyst for each Superior Share held. The Consideration
represents an approximate 62% premium over the closing price of the
Superior Shares on the TSX Venture Exchange (the "TSXV") on
February 22, 2023 and an approximate
52.0% premium over Superior volume weighted average share price
("VWAP") over the 20 trading days prior to February 22, 2023 each of Catalyst and Superior
on the ASX and TSXV, respectively. Following the completion of the
Arrangement, Catalyst will maintain its primary listing on the ASX
under the symbol "CYL", and Superior will be delisted from the
TSXV.
ISS and Glass Lewis are a leading independent corporate
governance analysis and proxy advisory firms that provide proxy
voting recommendations to institutional shareholders. The
independent recommendations of each of ISS and Glass Lewis are
intended to assist their shareholder subscribers in making choices
regarding proxy voting decisions. ISS and Glass Lewis made their
respective independent recommendations after carefully reviewing
the facts regarding the Arrangement and benefits to Company
shareholders.
Welcoming the favourable recommendations of the Arrangement,
Chris Jordaan, President and Chief
Executive Officer of Superior commented: "We are pleased that both
ISS and Glass Lewis have endorsed this transaction and encourage
all Company shareholders to vote FOR the Arrangement in advance of
the voting cut off on June 21,
2023."
The Superior board of directors (the "Board") encourages
Superior shareholders ("Shareholders") to carefully read the
information sent to them and to vote their Superior common shares
(the "Common Shares") FOR the Arrangement.
Shareholders are urged to vote as soon as possible and well in
advance of the proxy submission deadline on June 21, 2023 at 5:00 p.m.
(Eastern Time) (or a business day which is at least 48 hours
before any adjournment or postponement of the Meeting). For voting
assistance, please contact Carson Proxy Advisors at 1-800-530-5189
toll free in North America or
416-751-2066 local (collect outside of North America) or by email at
info@carsonproxy.com.
About Superior
Superior is a Canadian-based gold producer that owns 100% of the
Plutonic Gold Operations located in Western Australia. The Plutonic Gold
Operations include the Plutonic underground gold mine and central
mill, numerous open-pit projects, and an interest in the Bryah
Basin joint venture.
Forward Looking Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws that are intended to be
covered by the safe harbours created by those laws.
"Forward-looking information" includes statements that use
forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential" or the negative
thereof or other variations thereof or comparable terminology.
Forward-looking information includes, but is not limited to,
statements and information relating to: (i) the Arrangement; (ii)
compliance with covenants by Superior and Catalyst pursuant to the
Arrangement Agreement; (iii) the anticipated benefits of the
Arrangement for Superior and Shareholders; (iv) the ability for the
Superior and Catalyst to obtain the required regulatory approvals,
as applicable; (v) statements relating to the business and futures
activities of, and developments related, to Superior and Catalyst
after the date of the Circular; (vi) strategic vision of Catalyst
and expectations regarding the synergies between the Superior
mineral projects, the mineral projects of Catalyst and Vango; (vii)
potential outcomes of the Vango litigation; (viii) commodity
prices; (ix) stock exchange delisting and timing thereof; and *
risks related to Superior remaining independent. By identifying
such information in this manner, the Company is alerting the reader
that such information is subject to known and unknown risks,
uncertainties, and other factors that may cause the actual results,
level of activity, performance, or achievements of the Company to
be materially different from those expressed or implied by such
forward-looking information.
Forward-looking information is not a guarantee of future
performance and is based upon a number of estimates and assumptions
of management at the date the statements are made, including but
not limited to, assumptions about the Company's future business
objectives, goals, and capabilities, the regulatory framework
applicable to the Company and its operations, and the Company's
financial resources. Furthermore, such forward-looking information
involves a variety of known and unknown risks and uncertainties,
including, but not limited to, risks and uncertainties related to,
(i) the failure of the Superior and Catalyst to obtain the required
regulatory, Shareholder and/or Court approvals or to otherwise
satisfy the conditions to the completion of the Arrangement in a
timely manner; (ii) significant transaction costs or unknown
liabilities; (iii) failure to realize the expected benefits of the
Arrangement; (iv) general economic conditions; and (v) other risks
and uncertainties identified under the heading "Risk Factors" in
the Company Circular. Failure to obtain any required regulatory,
Shareholder and/or Court approvals, or failure to otherwise satisfy
the conditions to the completion of the Arrangement or to complete
the Arrangement, may result in the Arrangement not being completed
on the proposed terms, or at all. If the Arrangement is not
completed, and Superior continues as a publicly-traded entity,
there are risks that the announcement of the Arrangement and the
dedication of substantial resources of Superior to the completion
of the Arrangement could have an impact on its business and
strategic relationships, operating results and activities in
general, and could have a material adverse effect on its current
and future operations, financial condition and prospects.
Furthermore, pursuant to the terms of the Arrangement Agreement,
Superior may, in certain circumstances, be required to pay a
termination amount of C$2 million to
the Catalyst, the result of which could have an adverse effect on
its financial position.
The Company cautions that there can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, investors should not
place undue reliance on forward-looking information as no assurance
can be given that any of the events anticipated by the
forward-looking information will transpire or occur, and if any of
them do so, what benefits the Company will derive therefrom. Except
as required by law, the Company does not assume any obligation to
release publicly any revisions to forward-looking information
contained in this news release to reflect events or circumstances
after the date hereof.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accept responsibility
for the adequacy or accuracy of this release.
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SOURCE Superior Gold Inc.
