VANCOUVER, BC, Jan. 25, 2021 /CNW/ - KORE Mining Ltd.
(TSXV: KORE) (OTCQX: KOREF) ("KORE" or the "Company")
and Karus Gold Corp. ("Karus
Gold") are pleased to announce that they have closed the
plan of arrangement (the "Arrangement") previously announced
on December 16, 2020, pursuant to
which KORE has spun-out its Canadian assets to Karus Gold effective as of 12:01 a.m. (Vancouver time) (the "Effective Time")
on January 25, 2021 (the
"Effective Date").
KORE CEO and Karus Gold Director, Scott
Trebilcock commented, "Karus
Gold is well positioned with a large 1,000 kilometer square
land position in the re-emerging Cariboo Gold District of BC.
With two advanced exploration projects, including FG Gold and Gold
Creek, and supported by news flow from 19 drill holes at the lab,
Karus Gold is strongly positioned to
attract capital and generate value for shareholders. We are
excited to see Karus Gold's assets
exposed to the valuation forces of a pure play explorer."
Mr. Trebilcock continued, "Karus
Gold will now raise seed capital in a rights offering. This
is a rare opportunity for shareholders to access seed round
financing usually reserved for industry insiders.
Karus Gold then plans to list its
shares on the TSX Venture Exchange later in the first half of 2021,
subject to regulatory approvals."
Pursuant to the Arrangement, the owners of common shares of KORE
will receive: (i) one-half of a common share of Karus Gold; and (ii) one new common share of
KORE, for every common share of KORE held at the close of business
on January 22, 2021.
The KORE shares will continue trading under the existing CUSIP
(50066W105) until markets close today and will then be delisted.
Effective at the opening on Tuesday, January
26, 2021, the new KORE shares will begin trading under the
new CUSIP number 50067K100. There is no change in the Company's
trading symbol on the TSX Venture Exchange or on the OTCQX in
the United States.
To be clear, there is no change to a shareholder's ownership of
KORE as a result of the completion of the Arrangement. The
majority of shareholders (those who hold their shares through their
broker) will receive their Karus shares with no further
action. Please contact the Company if you do not get your
Karus shares by mid-February.
Early Warning
As a result of the Arrangement, Mr. Sprott through 2176423
Ontario Ltd. ("2176423"), will receive 13,659,222 common shares of
Karus Gold and 1,750,000
Karus Gold common share purchase
warrants representing approximately 25.7% of the issued and
outstanding common shares of Karus
Gold on a non-diluted basis and approximately 28.1% of the
issued and outstanding common shares of Karus Gold on a partially diluted basis assuming
exercise of such Karus Gold
warrants. Prior to the Arrangement, Mr. Sprott did not
beneficially own or control any securities of Karus Gold.
The securities above are held by Mr. Sprott for investment
purposes. Mr. Sprott has a long-term view of the investment and may
acquire additional securities of Karus
Gold including on the open market or through private
acquisitions, or sell securities of Karus
Gold including on the open market or through private
dispositions in the future depending on market conditions,
reformulation of plans and/or other factors that Mr. Sprott
considers relevant from time to time.
A copy of 2176423's early warning report will appear
on Karus Gold's profile on SEDAR and may also be obtained by
calling Mr. Sprott's office at (416) 945-3294 (200 Bay
Street, Suite 2600, Royal Bank Plaza,
South Tower, Toronto, Ontario M5J 2J1).
About KORE Mining
KORE is 100% owner of the Imperial and Long Valley gold projects assets in
California. Both projects have positive economic assessments
put KORE on the path to over 250,000 ounces of gold production.
KORE is supported by strategic investor Eric Sprott who owns 26% of KORE's basic
shares. KORE management and Board are aligned with
shareholders, owning an additional 38% of the basic shares
outstanding. KORE is actively developing its Imperial Gold
project and is aggressively exploring across its portfolio of
assets.
Further information on KORE can be found on the Company's
website at www.koremining.com
About Karus Gold
Karus Gold controls 1,000
kilometers square of the Cariboo Gold District ("District") in
British Columbia. The FG Gold and Gold Creek projects are set
for growth and the District is wide open for additional discovery.
Karus Gold is supported by strategic
investor Eric Sprott who owns 26% of
Karus's basic shares. Management and the Board are aligned
with shareholders, owning an additional 27% of the basic shares
outstanding. Karus Gold has
drill results from 2020 pending and has plans to continue
aggressive exploration in 2021.
Further information on Karus
Gold can be found on the Company's website at
www.karusgold.com
On behalf of KORE Mining Ltd
"Scott
Trebilcock"
Chief Executive Officer
On behalf of Karus Gold Corp
"James
Hynes"
Executive Chairman and Interim Chief Executive
Officer
Karus Gold Investor Support
David Jan
1-888-455-7620
karusgold@koremining.com
KORE Investor Relations
Arlen
Hansen, KIN Communications
1-888-684-6730
kore@kincommunications.com
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 release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward-looking statements relating to
the future operations of the Company and Karus and other statements
that are not historical facts. Forward-looking statements are often
identified by terms such as "will", "may", "plan", "should",
"anticipate", "expects", "intends", "indicates" and similar
expressions. All statements other than statements of historical
fact, included in this release, including, without limitation,
statements regarding the future plans and objectives of the Company
and Karus are forward-looking statements. Forward-looking
information involves known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking information.
Such factors include, among others: the future potential of both
KORE and Karus Gold and expectations
related to the trading price of KORE and the future listing of
Karus Gold, and other expectations
and assumptions concerning the outcome of the
Arrangement.
In addition to the above summary, additional risks and
uncertainties inherent to the Company and its operations are
described in the "Risk Factors" section of the Company's management
discussion and analysis for the year ended December 31, 2019, prepared as of April 27, 2020, available under the Company's
issuer profile on www.sedar.com. Other risks and uncertainties
include, among other things: the possibility of adverse reactions
or changes in business relationships resulting from the completion
of the Arrangement; the failure to realize the expected benefits of
the Arrangement; and other risks inherent to both KORE and Karus'
current business and/or factors beyond their control which could
have a material adverse effect on KORE or Karus.
Forward-looking statements contained herein are made as of the
date of this news release and the Company and Karus disclaim any
obligation to update any forward-looking statements, whether as a
result of new information, future events or results, except as may
be required by applicable securities laws. 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 statements. Accordingly,
readers should not place undue reliance on forward-looking
information.
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SOURCE Kore Mining