Zacapa Sources (TSX:ZACA)
VANCOUVER, BC, CANADA, October 16, 2023 /EINPresswire.com/ — Zacapa Sources Ltd. (“Zacapa”) (TSXV: ZACA, OTCQB: ZACAF, DE: BH0) declares the submitting of its Administration Info Round (the “Round”) and associated supplies (along with the Round, the “Assembly Supplies”) in reference to its particular assembly of shareholders (the “Particular Assembly”) to contemplate, and if thought advisable, to approve the beforehand introduced three-cornered amalgamation of Zacapa with a wholly-owned subsidiary of Outcrop Silver & Gold Company (“Outcrop”) whereby the entire issued and excellent widespread shares of Zacapa following the amalgamation will instantly be exchanged for widespread shares of Outcrop (“Outcrop Shares”) on a four-for-one foundation (the “Amalgamation”). No fractional Outcrop Shares will likely be issued in reference to the Amalgamation; the whole variety of Outcrop Shares to be issued to former shareholders of Zacapa will likely be rounded right down to the closest entire Outcrop Share within the occasion that such a shareholder would in any other case be entitled to a fractional share, with out further compensation. A replica of the Round may be downloaded from the Firm’s SEDAR+ profile at www.sedarplus.ca. The main points of the Amalgamation have been introduced in a beforehand issued information launch on August 31, 2023. The completion of the Amalgamation stays topic to customary closing circumstances, together with approval of the shareholders of the Firm by particular decision. The Amalgamation is anticipated to be accomplished in November, 2023.
The Particular Assembly will likely be held at 2:00 p.m. on Thursday, November 16, 2023 at Suite 905-1111 W Hastings Road, Vancouver, BC V6E 2J3. The document date for the Particular Assembly has been set by the board of administrators of the Firm as October 13, 2023 (the “Report Date”). The Assembly Supplies are within the strategy of being mailed to Zacapa shareholders of document as of the Report Date.
Additional to its beforehand issued information launch dated August 31, 2023, the Firm needs to make clear that the Amalgamation just isn’t a “associated occasion transaction” for Zacapa throughout the that means of TSX Enterprise Change Coverage 5.9 – Safety of Minority Safety Holders in Particular Transactions (“Coverage 5.9”) or Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”) and is due to this fact not topic to Coverage 5.9 or MI 61-101. Nonetheless, since sure administrators and officers of Zacapa are additionally administrators, officers and shareholders of Outcrop, to allow shareholders to make an knowledgeable determination to vote in favour of the Amalgamation, Zacapa has voluntarily complied with the improved disclosure obligations that will in any other case apply if the Transaction have been thought of a associated occasion transaction beneath MI 61-101 and on the identical reasoning, has established a particular committee of impartial administrators to approve the transaction and supply oversight. Zacapa is exempt from the minority approval necessities of MI 61-101 pursuant to subsection 5.7(1)(a) on the premise that the associated events collectively maintain lower than 16% of the Zacapa Shares, representing a good market worth for the collective transactions of lower than 25% of Zacapa’s market capitalization.
About Zacapa
Zacapa is a mineral exploration firm engaged in gold and copper exploration in world class jurisdictions within the southwest United States, together with Arizona, Nevada, Idaho, and California. The portfolio contains epithermal gold initiatives at South Bullfrog, Kramer Hills, and Miller Mountain and the Pearl porphyry copper mission.
For additional info please contact:
Ian Slater
Govt Chairman
+1 778 372 2551
slater@zacaparesources.com
Michelle Borromeo
Vice President Investor Relations
+1 778 330 3835
borromeo@zacaparesources.com
Neither the TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.
Ahead Trying Statements – This information launch contains forward-looking statements which might be topic to dangers and uncertainties. All statements inside, aside from statements of historic reality, are to be thought of ahead trying, together with, however not restricted to, the timing of the Zacapa Shareholder Assembly and approval of Zacapa Shareholders, and shutting of the proposed Amalgamation. Though Zacapa believes the expectations expressed in such forward-looking statements are primarily based on cheap assumptions, such statements will not be ensures of future efficiency and precise outcomes or developments could differ materially from these in forward-looking statements. Elements that might trigger precise outcomes to vary materially from these in forward-looking statements embody market costs, basic financial, market or enterprise circumstances and regulatory, shareholder and administrative approvals, processes and submitting necessities. There may be no assurances that such statements will show correct and, due to this fact, readers are cautioned to not place undue reliance on these statements. Zacapa doesn’t assume any obligation to replace any forward-looking statements.
Michelle Borromeo
Zacapa Sources
borromeo@zacaparesources.com
