Glass Lewis and ISS Recommend that Eagle Hill, Oban, Ryan and Corona Shareholders Vote FOR the Business Combination
August 10, 2015 – Vancouver, British Columbia – Eagle Hill Exploration Corporation (TSX-V: EAG) (“Eagle Hill”), Oban Mining Corporation (TSX:OBM) (“Oban”), Ryan Gold Corp. (TSX-V: RYG) (“Ryan”) and Corona Gold Corporation (CNX: CRG) (“Corona” and, together with Oban, Eagle Hill and Ryan, the “Parties”) are pleased to announce that Glass, Lewis & Co. (“Glass Lewis”) and Institutional Shareholder Services Inc. (“ISS”), two leading independent proxy advisory firms which provide voting recommendations to institutional investors, have each recommended that shareholders of Eagle Hill, Ryan and Corona vote FOR the special resolutions to approve the plan of arrangement (the “Arrangement”) in connection with the proposed business combination pursuant to which Oban will acquire all of the common shares of each of Eagle Hill, Ryan and Corona.
Glass Lewis and ISS have also recommended that Eagle Hill shareholders vote FOR the special resolution to approve the proposed continuance of Eagle Hill from British Columbia to Ontario, which is a preliminary step to the Arrangement and required in order for the Arrangement to proceed under the provisions of the Business Corporations Act (Ontario).
In addition, ISS has recommended that Oban shareholders vote FOR the ordinary resolution to approve the Arrangement, the proposed concurrent private placement of common shares of Oban (“Oban Shares”) to Osisko Gold Royalties Ltd (the “Osisko Private Placement”), and the issuance of the maximum number of Oban Shares that may be issued in connection with the Arrangement and the Osisko Private Placement. ISS has additionally recommended that Oban shareholders vote FOR the special resolution to approve the proposed consolidation of the Oban Shares on the basis of one post-consolidation Oban Share for each 20 pre-consolidation Oban Shares (the “Consolidation”).
Additional information concerning the Arrangement, the Osisko Private Placement, the Consolidation and the Continuance can be found in the management information circulars of each of Oban, Eagle Hill, Ryan and Corona, all of which are dated as of July 20, 2015 and were recently mailed to shareholders of each company (collectively, the “Circulars”). Each of the Circulars is available under the applicable Party’s issuer profile on SEDAR at www.sedar.com.
Completion of the Arrangement is subject to, among other things, receiving the requisite shareholder, court and stock exchange approvals, and to the satisfaction of other customary conditions for a transaction of this nature.
The Eagle Hill Meeting
The special meeting of shareholders of Eagle Hill is scheduled to be held at 9:00 a.m. (Pacific Daylight Time) on Thursday, August 20, 2015 at the offices of Eagle Hill Exploration Corporation, Suite 3123 – 595 Burrard Street, Vancouver, British Columbia.
The Oban Special Meeting
The special meeting of shareholders of Oban is scheduled to be held at 10:00 a.m. (Eastern Daylight Time) on Thursday, August 20, 2015 at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario.
The Ryan Meeting
The special meeting of shareholders of Ryan is scheduled to be held at 10:30 a.m. (Eastern Daylight Time) on Thursday, August 20, 2015 in the Dundee Corporation Boardroom on the 21st Floor at 1 Adelaide Street East, Toronto, Ontario.
The Corona Meeting
The special meeting of shareholders of Corona is scheduled to be held at 10:00 a.m. (Eastern Daylight Time) on Thursday, August 20, 2015 in the Dundee Corporation Boardroom on the 21st Floor at 1 Adelaide Street East, Toronto, Ontario.
Proxy Submission Deadlines
Oban Shareholders: 10:00 a.m. (EDT) on Tuesday, August 18, 2015
Eagle Hill Shareholders: 9:00 a.m. (PDT) on Tuesday, August 18, 2015
Ryan Shareholders: 10:30 a.m. (EDT) on Tuesday, August 18, 2015
Corona Shareholders: 10:00 a.m. (EDT) on Tuesday, August 18, 2015
Shareholders who have questions regarding the Arrangement or who require assistance with voting may contact Laurel Hill Advisory Group, the proxy solicitation agent, by telephone at 1-877-452-7184 FREE (North American Toll Free) or 416-304-0211 (Collect Outside North America), or by email at firstname.lastname@example.org.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The Board of Directors of each of Eagle Hill, Oban, Ryan and Corona UNANIMOUSLY recommend that shareholders vote IN FAVOUR of the Arrangement.
Your vote is important regardless of the number of shares you own. Eagle Hill, Oban, Ryan and Corona encourage shareholders to read the meeting materials in detail.
About Eagle Hill Exploration Corporation
Eagle Hill is a TSX Venture Exchange listed Canadian mineral exploration company focused on the exploration and development of the high-grade Windfall Lake gold deposit, located between Val-d’Or and Chibougamau in Quebec, Canada. The bulk of the mineralization occurs in the Main Zone, a southwest/northeast trending zone of stacked mineralized lenses, measuring approximately 600 metres wide and at least 1,400 metres long. The deposit remains open at depth and along strike. Eagle Hill completed a Preliminary Economic Assessment for the project in April 2015. Additional exploration and technical work is planned for 2015 and 2016 as the project advances toward pre-feasibility.
About Oban Mining Corporation
Oban Mining Corporation is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Oban holds an option to acquire from Northstar Gold Corp. up to a 70% interest in the Miller Project in northern Ontario pursuant to an option agreement with Northstar Gold Corp. Oban also holds options with other third parties to acquire a 100% undivided interest in the Côté Property, the Golden Dawn Project, the Hunter Property and other properties in the vicinity. Oban has additionally acquired a 100% interest in the Roach Property in northern Ontario and has a 100% undivided interest in a large area of claims in the Urban Barry area of Quebec. Oban is well financed with over $10 million in cash.
About Ryan Gold Corp.
Ryan is a TSX Venture Exchange listed exploration and development company that historically focused its exploration on properties in the Yukon Territory, Canada. As at May 31, 2015, Ryan Gold had approximately $21 million in cash and $800,000 in marketable securities.
About Corona Gold Corporation
Corona is a CNSX-listed resource investment company, with assets of approximately $9 million in cash and $6 million in marketable securities as at May 31, 2015.
About Osisko Gold Royalties Ltd
Osisko is an intermediate mining royalty and exploration company with two world-class gold royalty assets. These two cornerstone assets are a 5% net smelter return (“NSR”) royalty on the world-class Canadian Malartic gold mine, located in Malartic, Québec, and a 2.0-3.5% NSR on the Éléonore gold mine, located in James Bay, Québec. Osisko also holds a 3% NSR royalty on the Malartic CHL property as well as a 2% NSR royalty on the Upper Beaver, Kirkland Lake and Hammond Reef gold exploration projects in Northern Ontario.
Osisko’s head office is located at 1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, H3B 2S2.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of the business combination described herein, the timing of the various shareholder meetings, the expecting timing of the closing of the transactions and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Parties and other information that is not historical facts.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Parties, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Parties to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; ability of Oban to complete further acquisitions; environmental risks; and community and non-governmental actions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Parties cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Parties nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Parties do not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
For further information on Oban Mining Corporation please contact:
President and CEO
For further information on Eagle Hill Exploration Corporation please contact:
President & CEO
Vice President, Communications & Investor Relations
For further information on Ryan Gold Corp. please contact:
Chief Financial Officer
For further information on Corona Gold Corporation please contact:
Chief Financial Officer