Barkerville Gold Completes Acquisition of Williams Creek Gold Limited
Toronto and Vancouver, August 16, 2016 - Barkerville Gold Mines Ltd. (TSXV: BGM) ("Barkerville") and Williams Creek Gold Limited ("Williams Creek") (TSXV: WCX) are pleased to announce that Barkerville has acquired all of the issued and outstanding common shares of Williams Creek by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement was approved by shareholders of Williams Creek at a special meeting of shareholders held on August 8, 2016 and approved by the Supreme Court of British Columbia on August 11, 2016.Pursuant to the terms of the Arrangement, Williams Creek shareholders are now entitled to receive 0.062352572 of a common share of Barkerville (each whole common share, a "Barkerville Share") for each one common share of Williams Creek (a "Williams Creek Share") held by such Williams Creek shareholders. In total, Barkerville has issued 6,799,989 Barkerville Shares in exchange for all of the issued and outstanding Williams Creek Shares held by Williams Creek shareholders.
Effective today, Williams Creek has become a wholly owned subsidiary of Barkerville and, collectively, former shareholders of Williams Creek will hold approximately 2.25% of the issued and outstanding Barkerville Shares and the Williams Creek Shares will be delisted from the TSX Venture Exchange.
In order to receive their Barkerville Shares, Williams Creek shareholders are required to surrender their Williams Creek Share certificates to the depositary, Computershare Investor Services Inc., together with a properly completed letter of transmittal. A copy of the letter of transmittal was mailed to the registered shareholders of Williams Creek and is also available for viewing on SEDAR under the Williams Creek profile at www.sedar.com.
About Barkerville:
Barkerville is focused on developing its extensive land package located in the historical Cariboo Mining District of central British Columbia. Barkerville's mineral tenures cover 1,164 square kilometres along a strike length of 60 kilometres which includes several past producing hard rock mines of the historic Barkerville Gold Mining Camp near the town of Wells, British Columbia. The QR Project, located approximately 110 kilometres by highway and all weather road from Wells was acquired by Barkerville in 2010 and boasts a fully permitted 900 tonne/day gold milling and tailings facility. Test mining of the Bonanza Ledge open pit was completed in March of 2015 with 91,489 tonnes of ore milled producing 25,464 ounces of gold. Barkerville has completed a number of drilling and exploration programs over the past 20 years and is currently compiling this data with all historical information in order to develop geologic models which will assist new management and provide the framework to continue to explore the Cariboo Gold Project. An extensive drill program is currently underway with the goal of delineating additional high grade gold mineralization.
For further information
on Barkerville Gold Mines Ltd., please contact:
Chris Lodder, President & Chief Executive Officer
clodder@barkervillegold.com
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved of the contents of this press release.
This news release does not constitute an offer to sell or a solicitation of an offer of securities in the United States. The securities issuable in the transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered within the United States or to U.S. Persons unless exemptions from such registration requirements are available
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Williams Creek or Barkerville should be considered highly speculative.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this news release has been prepared as at August 16, 2016. Certain statements in this news release, referred to herein as "forward-looking statements", constitute "forward-looking statements" under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as "expected", "may", "will" or similar terms.
Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Barkerville and Williams Creek as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements in this press release relate to, among other things: the delisting of the Williams Creek Shares and the operations of Barkerville. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: satisfaction or waiver of all applicable conditions to closing of the Transaction including, without limitation, receipt of all necessary securityholder, court, stock exchange and regulatory approvals or consents and lack of material changes with respect to the parties and their respective businesses; the synergies expected from the Transaction not being realized; business integration risks; fluctuations in general macro-economic conditions; fluctuations in securities markets and the market price of Barkerville's shares; fluctuations in the spot and forward price of gold, base metals or certain other commodities; fluctuations in the currency.
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