July 13, 2015, Vancouver, B.C. — Starcore International Mines Ltd. (TSX: SAM) (“Starcore”) and Cortez Gold Corp. (TSX-V: CUT) (“Cortez”) are pleased to announce that the Cortez securityholders have approved the previously announced proposed acquisition of Cortez by Starcore, pursuant to a plan of arrangement (the “Transaction”). (See news release of June 12, 2015.)
The Transaction was approved by 100% of the Cortez shareholders and optionholders who voted on the special resolution regarding the Transaction at Cortez’s special meeting held July 9, 2015.
The Transaction is expected to be completed on or about August 7, 2015 upon the satisfaction or waiver of all of the conditions set out in the arrangement agreement (the “Arrangement Agreement”) entered into by Cortez and Starcore on May 29, 2015, including approval by the Supreme Court of British Columbia at a hearing scheduled for August 5, 2015. Upon completion of the Transaction, Starcore will acquire all of the outstanding common shares of Cortez through the issuance of three Starcore common shares in exchange for each Cortez common share. Following completion of the Transaction, Cortez will be de-listed from the TSX Venture Exchange and cease to be a reporting issuer.
Full details of the terms of the Transaction are set out in Cortez’s management information circular dated June 4, 2015, which is available under its corporate profile on SEDAR at www.sedar.com.
Neither the Toronto Stock Exchange nor the 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 release.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
For further information contact:
Director & CFO
Cortez Gold Corp.
Starcore International Mines Ltd.
Statements in this press release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in both Starcore’s and Cortez’s periodic filings with Canadian securities regulators. When used in this press release, words such as “will, could, plan, estimate, expect, intend, may, potential, should,” and similar expressions, are forward-looking statements. Information provided in this document is necessarily summarized and may not contain all available material information. The terms of the arrangement are subject to the Arrangement Agreement, the full text of which is available on the SEDAR website at www.sedar.com.
Forward-looking statements may include, without limitation, statements regarding the completion and expected benefits of the proposed transaction and other statements that are not historical facts. Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Starcore and Cortez operate, are inherently subject to significant operational, economic and competitive uncertainties and contingencies. Assumptions upon which forward looking statements relating to the transaction have been made include that Starcore and Cortez will be able to satisfy the conditions in the Arrangement Agreement and that all required third party, regulatory, stock exchange, court and government approvals will be obtained.
Although Cortez has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the proposed transaction could be modified, restricted or not completed, and the results or events predicted in these forward looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this press release are made as of the date of this press release and Starcore and Cortez disclaim any intention or obligation to update or revise such information, except as required by applicable law.