BURNABY, BC, May 14, 2019 /CNW/ - Further to the announcement by Atlantic Gold Corporation (the "Company") that it has entered into an arrangement agreement with St Barbara Limited (the "Purchaser") pursuant to which the Purchaser will acquire all of the outstanding securities of the Company by way of a plan of arrangement (the "Proposed Transaction"), Beedie Investments Ltd. ("Beedie Investments") announces that Ryan Beedie has entered into a voting and support agreement (the "Support Agreement") with the Purchaser pursuant to which Mr. Beedie has agreed to vote all of the Company's securities controlled by him in favour of the Proposed Transaction.
Beedie Investments is an indirect wholly-owned subsidiary of Mr. Beedie, who also is a director of the Company. Beedie Investments and Mr. Beedie together hold (i) 65,353,276 common shares of the Company ("Common Shares") and (ii) options to purchase an additional 315,000 Common Shares (the "Options"), representing approximately 27.7% of the current issued and outstanding Common Shares assuming the exercise in full of the Options.
Pursuant to the Support Agreement, Mr. Beedie agreed, among other things: (i) to vote or cause to be voted all of the Company securities controlled by Mr. Beedie in favour of the Proposed Acquisition, (ii) to vote or cause to be voted all of the Company securities controlled by Mr. Beedie against any corporate transaction other than the Proposed Acquisition or any action that the Purchaser reasonably determines will adversely affect the completion of the Proposed Acquisition, (iii) not, without the prior written consent of the Purchaser, transfer any of the Company securities controlled by Mr. Beedie, subject to certain customary exceptions, and (iv) not to grant or agree to grant any proxy to vote the Company securities controlled by Mr. Beedie (other than as required pursuant to the Support Agreement) or to enter into any other voting agreement relating to voting the Company securities controlled by Mr. Beedie or revoking any proxy granted pursuant to the Support Agreement.
Beedie Investments acquired the Common Shares for investment purposes. Beedie Investments and Mr. Beedie will support the Proposed Transaction in the manner contemplated by the Support Agreement. If the Proposed Transaction does not close, Beedie Investments will continue to review its holdings in the Company and may from time to time and at any time, in its sole discretion, acquire or cause to be acquired additional equity or debt securities or other instruments of the Company, or dispose or cause to be disposed such equity or debt securities or instruments, through open market transactions, private placements by the Company and other privately negotiated transactions, or otherwise, in each case in accordance with applicable securities laws.
A copy of the early warning report relating to the Support Agreement will be available under the Company's profile on SEDAR, and may also be obtained by contacting Beedie Investments at (604) 435-3321.
Beedie Investments Ltd.
3030 Gilmore Diversion
Burnaby, BC V5G 3B4
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Beedie Investments Ltd.