Southern Arc Proposes to Unlock Shareholder Value Through Return of Capital Transaction
Vancouver, British Columbia--(Newsfile Corp. - August 4, 2020) - Southern Arc Minerals Inc. (TSXV: SA) ("Southern Arc" or the "Company") announces it is proposing to carry out a return of capital transaction (the "Transaction"). Pursuant to the Transaction, the Company proposes to distribute securities (currently owned by the Company) of Japan Gold Corp., Tethyan Resource Corp., and Rise Gold Corp., to the shareholders of the Company on a pro-rata basis. The Transaction is intended to maximize value for Southern Arc's shareholders and allow Southern Arc to distribute assets to its shareholders as a return of capital. The Transaction is also intended to occur on a tax-efficient basis for Canadian income tax purposes.
John Proust, the Company's Chairman and CEO commented, "Southern Arc has, since 2012, focused on a corporate strategy of investing in highly prospective, under-valued gold opportunities in politically safe jurisdictions and has created significant value in these investments by providing strategic capital, technical expertise and proven management skills. The net asset value of the Southern Arc holdings far exceeds the market capitalization of the Company and is not reflected in the current share price and consequently the Board of Directors has determined that, subject to shareholder and regulatory approval, the best way to allow the Southern Arc shareholders to benefit from the value created is to distribute a significant portion of the Company's assets, being securities in 3 public companies, to the Southern Arc shareholders."
The Company proposes to complete the Transaction by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia). The plan of arrangement will be voted on at a special meeting of the shareholders of the Company and will be subject to numerous conditions including shareholder and court approval, acceptance by the TSX Venture Exchange, and completion of required regulatory filings. The information circular to be prepared in respect of the special meeting will describe the Transaction in greater detail. Additional details of the Transaction and the time and place for the meeting will be announced as soon as all the commercial, legal and procedural formalities are finalized.
This news release does not constitute an offer of securities for sale in the United States. The securities of the Company may not be offered or sold within the United States absent United States registration or an applicable exemption from United States registration requirements, in accordance with the United States Securities Act of 1933, as amended.
On behalf of the Board of Southern Arc Minerals Inc.
Chairman & CEO
About Southern Arc
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Chairman & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Transaction. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will be" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including: the Transaction, the special meeting of the shareholders of the Company, shareholder approval, court approval, acceptance by the TSXV, completion of required regulatory filings, receipt of all necessary regulatory approvals, distribution of the securities, completion of the plan of arrangement and the Transaction. Although management of Southern Arc have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
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