VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 5, 2016) - Williams Creek Gold Limited (TSX VENTURE:WCX) ("Williams Creek") is pleased to announce that it has mailed its management information circular and related proxy materials to shareholders of record as of June 28, 2016 in connection with its special meeting (the "Meeting") of shareholders (the "Williams Creek Shareholders") to be held at Suite 950 - 609 Granville Street, Vancouver, British Columbia V7Y 1G5 on Monday, August 8, 2016 at 10:00 a.m. (Pacific Daylight Time).
The Arrangement
The purpose of the Meeting is to seek the approval of the plan of arrangement of Williams Creek under Part 9, Division 5 of the Business Corporations Act (British Columbia) pursuant to which Barkerville Gold Mines Ltd. ("Barkerville") will acquire all of the outstanding common shares of Williams Creek (each a "Williams Creek Share") subject to the terms and conditions of the arrangement agreement dated April 29, 2016 between Williams Creek and Barkerville (the "Arrangement").
The Arrangement will result in Williams Creek Shareholders receiving 0.062352572 of one common share of Barkerville (each a "Barkerville Consideration Share") in exchange for each Williams Creek Share. Upon completion of the Arrangement, Williams Creek will become a wholly owned subsidiary of Barkerville and former Williams Creek Shareholders will hold approximately 2.26% of the shares of Barkerville on an outstanding basis.
Benefits of the Arrangement
Some of the benefits of the Arrangement include, among others:
- Maximize Potential Value. The business combination between Williams Creek and Barkerville offers Williams Creek Shareholders the opportunity to maximize the potential value of their main assets by accessing Barkerville's more extensive technical and financial resources which are needed to explore and advance Williams Creek's project area.
- Exposure to Larger Asset Base. The Arrangement also provides Williams Creek Shareholders exposure to Barkerville's much larger land base that includes more advanced stage gold targets with defined resources. The proposed business combination offers shareholders of the combined company the potential for enhanced value appreciation with exposure to a larger asset base in B.C's prolific historic Cariboo gold district.
- Premium Consideration. The Arrangement consideration is expected to provide Williams Creek Shareholders with a premium of approximately 77% based on the closing price of the Barkerville shares on the TSX Venture Exchange ("TSXV") and the Williams Creek Shares on the TSXV at the close of business on April 29, 2016 (the last trading day prior to the public announcement of the Arrangement) and a premium of approximately 65% based on the 20-day volume weighted average price of the Barkerville shares on the TSXV and the Williams Creek Shares on the TSXV at the close of business on April 29, 2016.
Williams Creek Shareholders are encouraged to carefully review the Meeting materials in detail as they contain important information regarding the Arrangement.
In light of the recent announcement of possible postal disruption in Canada, the physical delivery of the Meeting materials to certain Williams Creek Shareholders may be delayed. Accordingly, any Williams Creek Shareholders who do not receive their Meeting materials in a timely fashion are encouraged to access and review electronic copies of the Meeting materials, which are filed under Williams Creek's profile on SEDAR at www.sedar.com.
Shareholders may also request a hard copy of the Meeting materials by contacting Williams Creek's proxy solicitation agent, Laurel Hill Advisory Group at 1-877-452-7184 or assistance@laurelhill.com to arrange for delivery of the Meeting materials by electronic mailing or courier at no charge to such Williams Creek Shareholder.
| Vote Your Shares Today. The Williams Creek Board recommends that Shareholders Vote FOR the Arrangement. |
HOW TO VOTE
Registered Shareholders
Williams Creek Shareholders who hold Williams Creek Shares under their own name may attend and vote at the Meeting or vote by proxy using one of the following methods:
| INTERNET: | www.investorvote.com |
| TELEPHONE: | 1-866-732-VOTE (8683) Toll Free |
| FAX: | 1-866-249-7775 |
| MAIL: | (Not recommended due to possible postal disruption) |
| Computershare Investor Services Inc. | |
| 100 University Avenue, 8th Floor | |
| Toronto, Ontario M5J 2Y1 |
Beneficial Shareholders
Williams Creek Shareholders who hold Williams Creek Shares through a broker, bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, Beneficial Williams Creek Shareholders will receive a voting instruction form as part of the Meeting materials.
Beneficial Williams Creek Shareholders who do not receive physical delivery of their voting instruction form and control number by mail due to postal disruption may contact Laurel Hill Advisory Group as listed below.
SHAREHOLDER QUESTIONS
Shareholders who have questions or require assistance with voting may contact Williams Creek's proxy solicitation agent:
| Laurel Hill Advisory Group |
| Toll free: 1-877-452-7184 |
| International: 416-304-0211 (Collect outside North America) |
| Email: assistance@laurelhill.com |
The securities referenced in this news release have not and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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.
This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "will" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This news release contains forward-looking statements and assumptions pertaining to the Arrangement and its anticipated benefits and effects. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Williams Creek believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct.
Contact Information:
Toll free: 1-877-452-7184
International: 416-304-0211 (Collect outside North America)
assistance@laurelhill.com