Klondex Mines Makes Share Election in Connection with Plan of Arrangement with Bison Gold
Toronto, Ontario--(Newsfile Corp. - October 17, 2017) - Bison Gold Resources Inc. (TSXV: BGE) ("Bison" or the "Company") is pleased to announce that further to the news release of Bison of October 16, 2017 and in connection with the proposed acquisition of all of the common shares of Bison by Klondex Mines Ltd. ("Klondex") by way of plan of arrangement (the "Arrangement"), Klondex has elected to pay all of the Arrangement consideration in the form of common shares in the capital of Klondex (the "Klondex Shares").
The Arrangement is expected to be completed on or about October 19, 2017 upon satisfaction or waiver of all of the conditions set out in the arrangement agreement dated August 7, 2017 between Klondex and the Company. Upon completion of the Arrangement, Klondex will acquire all the outstanding shares of Bison through the issuance of 0.1242 of a Klondex Share in exchange for each Bison common share (the "Exchange Ratio") calculated on the basis of C$0.59 divided by the volume weighted average trading price of the Klondex Shares on the Toronto Stock Exchange for the five day period ended on October 16, 2017, being C$4.7489. Further, on closing of the Arrangement, Klondex will issue replacement stock options ("Replacement Options") in consideration of the cancellation of former stock options of Bison, which Replacement Options bear the same terms and conditions as the former Bison options so cancelled, subject to adjustment in accordance with the Exchange Ratio. In addition, any share purchase warrants of Bison that remain outstanding immediately prior to the completion of the Arrangement will, after closing of the Arrangement, entitle the holders to acquire Klondex Shares in lieu of Bison common shares based on the same terms of such warrants, subject to adjustment in accordance with the Exchange Ratio. Following completion of the Arrangement, Bison will be de-listed from the TSX Venture Exchange.
Further information about the Arrangement is set forth in the materials prepared by the Company in respect of the special meeting of Bison shareholders held on October 11, 2017 (the "Meeting") which were mailed to Bison shareholders and filed under Bison's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com as well as on Bison's website at www.bisongold.com.
About Bison Gold Resources Inc.
Bison is a Canadian public company listed on the TSX-V. Bison is focused on gold exploration with property assets in Manitoba, Canada. Further details can be found on Bison's website at www.bisongold.com.
About Klondex Mines Ltd.
Klondex is a well-capitalized, junior-tier gold and silver mining company focused on exploration, development, and production in a safe, environmentally responsible, and cost-effective manner. Klondex has 100% interests in three producing mineral properties: the Fire Creek Mine and the Midas Mine and ore milling facility, both of which are located in the state of Nevada, USA, and the True North Gold Mine and mill in Manitoba, Canada. Klondex also has 100% interests in two recently acquired projects, the Hollister mine and the Aurora mine and ore milling facility, also located in Nevada, USA.
For further information, please contact:
Amir Mousavi, Chief Executive Officer
Bison Gold Resources Inc.
Tel: (647) 846-3339
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain "forward-looking information" within the meaning of applicable securities laws that reflects current expectations of management of Bison regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. In particular, such risks include the satisfaction of the conditions precedent to the completion of the Arrangement, the details of which are set out in the management information circular of the Company prepared in connection with the Meeting. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The following factors could cause actual results to differ materially from those disclosed in forward-looking information in this news release: failure to satisfy the conditions to completion of the Arrangement, including the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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