HIGHGOLD MINING INC. ("HIGH")
BULLETIN TYPE: -Plan of Arrangement, Substitutional Listing, Delist
BULLETIN DATE: June 6, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated March 17, 2023, between HighGold Mining Inc. (the "Company") and its formerly wholly-owned subsidiary Onyx Gold Corp. ("Spinco") pursuant to which the parties completed a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
Under the Plan of Arrangement, the Company transferred all of the issued and outstanding common shares (the "Epica Shares") of Epica Gold Inc. ("Epica") to Spinco. The principal assets of Epica are a 100% interest in the Munro-Croesus Gold Project and the Golden Mile and Timmins South properties located in Timmins Ontario, as well as a 100% interest in four separate properties located in the Selwyn Basin area of Yukon Territory.
As consideration for the Epica Shares, Spinco issued the number of common shares of Spinco ("Spinco Shares") equal to 5,000,000 plus 0.25 of the number of issued and outstanding common shares in the capital of the Company.
Under the Plan of Arrangement, the Company (i) re-classified and re-designated its existing common shares as "Class A shares" (the "Class A Shares"); (ii) created a new class of common shares (the "New Common Shares"); and (iii) distributed to the shareholders of the Company (A) one New Company Share and (B) 0.25 of one Spinco Share for every one Class A Share held.
The Exchange has been advised that the Company's shareholders approved the Plan of Arrangement at an annual general and special meeting of shareholders held on May 30, 2023 and that the Supreme Court of British Columbia approved the Arrangement on June 1, 2023. The Plan of Arrangement was completed on June 6, 2023 using letters of transmittal.
No Spinco shares will be listed on the Exchange on closing of the Plan of Arrangement.
The full particulars of the Plan of Arrangement are set forth in the Company's management information circular dated April 25, 2023, which is available under the Company's profile on SEDAR.
Substitutional Listing:
In accordance with the above-referenced Plan of Arrangement, the Company's shareholders who previously held common shares (the "Old Shares") will have their Old Shares redesignated as Class A Shares and exchanged on a one for one basis for New Common Shares. Accordingly, the New Common Shares will be listed on the Exchange at the market opening on Thursday, June 8, 2023.
Capitalization: Unlimited common shares with no par value of which
87,680,828 common shares are issued and outstanding
Escrowed Shares: nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: HIGH (Unchanged)
CUSIP Number: 42984X109 (NEW)
Delist:
In conjunction with the closing of the Plan of Arrangement, the Old Shares of the Company will be delisted from the Exchange. Accordingly, effective at the close of business, Wednesday, June 7, 2023 the Old Shares of the Company will be delisted.
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