- Each New Carolin Gold share will be exchanged for 0.3196 of a Talisker common share
- The transaction represents a premium of approximately 36 per cent to the closing price of New Carolin on July 23
- The transaction will provide New Carolin shareholders with access to Talisker’s large portfolio of highly prospective gold projects in British Columbia
- New Carolin’s board has approved the transaction and recommends that shareholders vote in favour of the arrangement
- New Carolin Gold Corp is a Canadian resource exploration and development company
- New Carolin Gold Corp. (LAD) opened trading at C$0.07 per share
New Carolin Gold (LAD) has entered into an agreement with Talisker Resource Ltd.
Under the agreement, New Gold shareholders will receive 0.3196 of a common share of Talisker for each common share held. The transaction represents a premium of approximately 36 per cent to the closing price of New Carolin on July 23, 2021.
Benefits to New Carolin shareholders
- Highly attractive premium to New Carolin’s shareholders of approximately 36 per cent to the closing price of New Carolin as at July 23, 2021, and approximately 21 per cent to the five-day volume-weighted average trading price.
- Opportunity to participate in a leading gold exploration company with a portfolio of highly prospective exploration gold projects and superior liquidity.
- Continued exposure to the Ladner Gold Project through ownership of Talisker shares.
- Access to Talisker’s exploration expertise and financial strength to enhance the advancement of the Ladner Gold Project.
- Diversifies the company’s single asset risk profile and provides exposure to Talisker’s growing portfolio of British Columbia gold assets.
Kenneth Holmes, the President and Chief Executive Officer of New Carolin, commented,
“First and foremost, this offer from Talisker brings with it both the financial strength and technical expertise to unlock what we have always believed to be the extraordinary value of our Ladner Gold Project, a district-scale property that with the exploration efforts of the Talisker team could potentially host multiple deposits in addition to realizing the true potential of the Carolin Mine.
As an added benefit, the transaction, at a premium to the current share price, also enables our shareholders to gain exposure to Talisker’s large portfolio of highly prospective gold projects in British Columbia, highlighted by the Bralorne Gold Project, and their extensive exploration and development activities that have been underway for some time. We thank all of our shareholders for their support throughout these years.”
New Carolin Board of Directors’ recommendation
After consultation with its financial and legal advisors, the arrangement agreement was approved unanimously by the board of directors and the board recommends that New Carolin shareholders vote in favour of the arrangement.
The board received a fairness opinion from Evans and Evans, Inc.
Transaction summary
Each of the issued and outstanding common shares of New Carolin Gold will be exchanged for 0.3196 of a Talisker common share. The company’s 22,267,039 outstanding warrants and 3,880,000 outstanding options will be adjusted so that on exercise the holders will receive Talisker common shares adjusted to reflect the same exchange ratio.
Talisker entered into agreements to settle approximately $500,000 of New Carolin’s outstanding payables following the closing of the transaction. Talisker also advanced $400,000 to New Carolin. The proceeds of the loan were used to repurchase the net profits royalty previously encumbering a portion of the Ladner Gold Project and for general corporate purposes.
The transaction has the company’s board and management support.
The transaction requires the approval of at least 66 2/3 per cent of the votes cast by the shareholders of New Carolin, and at least 66 2/3 per cent of the votes cast by the shareholders of New Carolin at a special meeting of New Carolin security holders.
In addition to shareholder and court approvals, the transaction is subject to applicable regulatory approvals including TSX and TSX Venture Exchange.
New Carolin Gold Gold Corp. is a Canadian-based junior company focused on the exploration, evaluation and development of its 100 per cent owned property consisting of 144 square kilometres of contiguous mineral claims and crown grants, collectively known as the “Ladner Gold Project”. The project is located near Hope, BC in the prospective and under-explored Coquihalla Gold Belt, which is host to several historic small gold producers including the Carolin Mine, Emancipation Mine and Pipestem Mine, and numerous gold prospects.
New Carolin Gold Corp. (LAD) opened trading at C$0.07 per share.