YORK HARBOUR METALS INC. ("YORK")
BULLETIN TYPE: Plan of Arrangement-, Substitutional Listing, Delist
BULLETIN DATE: September 14, 2023
TSX Venture Tier 2 Company
Plan of Arrangement:
TSX Venture Exchange (the "Exchange") has approved York Harbour Metals Inc.'s ("York Harbour") plan of arrangement (the "Plan of Arrangement"), which includes certain matters, as outlined below.
The Plan of Arrangement was approved by York Harbour shareholders on July 26, 2023 pursuant to a resolution passed by York Harbour shareholders. York Harbour received a final order from the Supreme Court of British Columbia on August 1, 2023 in connection with the Plan of Arrangement.
The Plan of Arrangement involves the spinout of all of the issued and outstanding common shares of Phoenix Gold Resources (Holdings) Ltd. ("Phoenix Gold"), a wholly-owned subsidiary of York Harbour, to the York Harbour shareholders. Phoenix Gold holds the Phoenix Gold Properties, comprised of the Eldorado Property and the Plumas Property to Phoenix Gold. A total of 13,705,803 shares of Phoenix Gold will be distributed on a pro rata basis to shareholders of York Harbour. Based on the current outstanding share capital of York Harbour, it is anticipated that this will result in Phoenix Gold shareholders receiving approximately 0.2 Phoenix Gold share for every share held in York Harbour.
Additionally, pursuant to the Plan of Arrangement, York Harbour shareholders will receive New Shares (as defined below) of York Harbour in exchange for Old Shares (as defined below).
The Plan of Arrangement is fully described in York Harbour's Information Circular dated July 26, 2023. Refer to York Harbour's news releases dated May 4, 2023, June 15, 2023, July 27, 2023 and, September 14, 2023.
Substitutional Listing:
In accordance with the above-referenced Plan of Arrangement, York Harbour shareholders who previously held one common share of York Harbour (the "Old Shares"), which were renamed and re-designated as "Class A shares" of York Harbour, have exchanged their Old Shares for a newly created class of shares of York Harbour (the "New Shares"), on a one-for-one basis.
Accordingly, the New Shares will be listed on the Exchange at the market opening Monday, September 18, 2023.
Capitalization: Unlimited common shares with no par value of which
68,529,041 common shares are issued and outstanding
Escrowed Shares: nil
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: YORK (UNCHANGED)
CUSIP Number: 98664A108 (NEW)
Delist:
In conjunction with the closing of the Plan of Arrangement, the Old Shares of York Harbour will be delisted from the Exchange. Accordingly, effective at the close of business Friday, September 15, 2023 the Old Shares of York Harbour will be delisted.
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