Bison Gold Mails and Files Materials for Special Meeting of Shareholders
Toronto, September 15, 2017 - Bison Gold Resources Inc. ("Bison" or the "Company") (TSXV: BGE) is pleased to announce that it has mailed and filed its meeting materials (the "Meeting Materials") on SEDAR, including a management information circular of Bison dated September 11, 2017 (the "Circular"), in connection with a special meeting of Bison shareholders (the "Shareholders") to be held at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4 on Wednesday, October 11, 2017 at 10:00 a.m. (the "Meeting").At the Meeting, Shareholders will be asked to consider and to vote on a transaction by way of a plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the "Arrangement") pursuant to which, among other things, Klondex Mines Ltd. ("Klondex") will acquire all of the issued and outstanding common shares of Bison ("Bison Shares"), in exchange for cash or common shares in the capital of Klondex (the "Klondex Shares"), or a combination of cash and Klondex Shares (the "Arrangement Consideration"), as more fully described and disclosed in the news release of the Company dated August 8th, 2017. Shareholders, optionholders and warrantholders of Bison on record as of September 6, 2017 will receive the Meeting Materials in advance of the Meeting and Shareholders are asked to vote, by proxy or in person, on the approval of the Arrangement at the Meeting.
The Arrangement Consideration, either in the form of cash or Klondex Shares, or a combination of both, is based on a price of $0.59 per Bison Share which represents a premium of 119% over the closing price of the Bison Shares on the TSX Venture Exchange (the "TSX-V") on August 4, 2017, the last trading day prior to the announcement of the entering into of the definitive agreement in respect of the Arrangement, and a premium of 131% over the closing price of the Bison Shares on the TSX-V on August 1st, 2017, the last trading day prior to receipt by Bison of a fairness opinion from Clarus Securities Inc. as described in the Circular.
The Circular contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the requirements for the Arrangement to become effective, the risks associated with the Arrangement, the procedure for receiving payment for Bison Shares, voting procedures at the Meeting and other related matters. Securityholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to Bison securityholders.
On September 11, 2017, Bison obtained an interim order of the Superior Court of Ontario to authorize, among other things, the mailing of the Meeting Materials in connection with the Arrangement. The Arrangement is subject to, among other things, the approval of: (i) not less than two-thirds of the votes cast by holders of Bison Shares present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by holders of Bison Shares other than shareholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions.
Bison's board of directors, with interested directors abstaining, after careful consideration of, among other things the recommendation of a special committee of independent directors of the Company, has determined that the Arrangement is fair to the Shareholders and is in the best interests of the Company and unanimously recommends that Shareholders vote in favour of the Arrangement. Each director and officer of Bison has agreed, in the absence of a superior proposal, to vote all of the Bison Shares they own or control in favour of the Arrangement.
Assuming that the Arrangement is approved at the Meeting, Bison is currently scheduled to return to court on October 16, 2017 to seek a final order to implement the Arrangement. In addition to shareholder and court approval, the completion of the Arrangement is subject to the satisfaction of certain other customary conditions. Assuming all other closing conditions are satisfied or waived, it is expected that the Arrangement will become effective thereafter in October 2017.
Copies of the Meeting Materials and certain related documents are available on SEDAR at www.sedar.com, and on Bison's website at http://bisongold.com/bison-gold-plan-of-arrangement.htm.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
If you have any questions or require assistance with voting in connection with the Arrangement, please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (1-416-304-0211 collect).
About Bison Gold Resources Inc.
Bison is a Canadian public company listed on the TSX-V. Bison Gold is focused on gold exploration with property assets in Manitoba, Canada. Further details can be found on Bison's website at www.bisongold.com.
About Klondex Mines Ltd.
Klondex is a well-capitalized, junior-tier gold and silver mining company focused on exploration, development, and production in a safe, environmentally responsible, and cost-effective manner. Klondex has 100% interests in three producing mineral properties: the Fire Creek Mine and the Midas Mine and ore milling facility, both of which are located in the state of Nevada, USA, and the True North Gold Mine and mill in Manitoba, Canada. Klondex also has 100% interests in two recently acquired projects, the Hollister mine and the Aurora mine and ore milling facility, also located in Nevada, USA.
For further information, please contact:
Amir Mousavi, Chief Executive Officer
Bison Gold Resources Inc.
Tel: (647) 846-3339
www.bisongold.com<
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws that reflects current expectations of management of Bison regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. In particular, such risks include the satisfaction of the conditions precedent to the completion of the proposed transaction with Klondex, including obtaining shareholder approval, the details of which are set out in the Circular. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The following factors could cause actual results to differ materially from those disclosed in forward-looking information in this news release: failure to satisfy the conditions to completion of the Arrangement, including approval by Bison shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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