VANCOUVER, Feb. 26, 2019 /CNW/ - IDM Mining Ltd. (TSXV: IDM) (OTCQB: IDMMF) ("IDM" or the "Company") announces that it has filed and mailed meeting materials for the special meeting of IDM securityholders (the "Special Meeting") to be held in connection with the proposed plan of arrangement with Ascot Resources Ltd. ("Ascot"), as previously announced on January 7, 2019.
At the Special Meeting, holders of IDM common shares (the "IDM Shareholders") and holders of IDM options (the "IDM Optionholders", and together with the IDM Shareholders, the "IDM Securityholders") will be asked to consider and vote upon a proposed arrangement (the "Arrangement") between IDM and Ascot pursuant to which Ascot will acquire all of the issued and outstanding common shares of IDM (the "Transaction"). Each IDM Shareholder will be entitled to receive 0.0675 of a common share of Ascot for each share of IDM held. The Transaction will consolidate Ascot's Premier Gold project ("Premier") and IDM's Red Mountain Gold project, to create a leading high-grade gold development and exploration company in northwestern British Columbia's Golden Triangle. The combined entity will benefit from numerous operational and development synergies.
Your vote is important regardless of the number of IDM common shares ("IDM Shares") or IDM options ("IDM Options") you own. As an IDM Securityholder, it is very important that you read the Notice of Meeting, Management Information Circular (the "Circular") and related materials with respect to the Special Meeting (collectively, the "Meeting Materials") carefully and then vote your IDM Shares and IDM Options at the Special Meeting. You are eligible to vote your IDM Shares and IDM Options if you were an IDM Securityholder of record at the close of business on February 8, 2019. You may vote in person at the Special Meeting or by proxy. The Meeting Materials are available under IDM's profile on SEDAR at www.sedar.com and on IDM's website at www.idmmining.com.
The IDM Board of Directors UNANIMOUSLY recommends that IDM
Securityholders vote IN FAVOUR of the proposed Arrangement
Benefits of the Arrangement:
IDM expects the Arrangement to provide long-term financial, strategic and operational benefits and advantages for IDM Securityholders. In evaluating the Arrangement and unanimously reaching their conclusion and making their recommendations in support of the Arrangement, the IDM Board of Directors considered the benefits and advantages resulting from the Arrangement, including, but are not limited to:
- The combination of the two advanced high-grade projects will result in a compelling resource base of high-grade measured and indicated gold-silver resources positioning Ascot as a consolidator of the southern Golden Triangle;
- Complementary management teams with a combined skill set of mining development, operations, finance, exploration and community relations experience; locally-based team of miners, drillers and support team;
- Two, 15+ km long early-Jurassic geological trends totaling 25,000 hectares, which host multiple advanced deposits with significant potential new high-grade gold discoveries located 25 kms from each other;
- Geographic and regulatory proximity, with all assets located within Treaty territory of the Nisga'a Nation, near the prominent mining communities of Stewart, British Columbia and Hyder, Alaska;
- A solid infrastructure foundation at Premier, which includes underground workings, process mill, tailings storage facility, power and water treatment facilities; and
- Strong, supportive combined corporate, retail and institutional shareholder base providing enhanced market visibility.
IDM Securityholders are encouraged to read the 'Reasons for the Recommendation' section contained within the Circular for a full summary of the principal reasons for the unanimous recommendation of the IDM Board of Directors that IDM Securityholders vote FOR the proposed Arrangement.
The Special Meeting will be held on Wednesday, March 20, 2019 at 10:00am (Pacific Time) at the offices of DuMoulin Black LLP, 10th Floor, 595 Howe Street, Vancouver, British Columbia, where IDM Securityholders will be asked to consider and vote on the Transaction.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
IDM Securityholder Questions and Assistance
If you have any questions or require assistance voting your IDM Shares or IDM Options, please contact our proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or call collect outside North America at +1 416 304-0211, or by e-mail at firstname.lastname@example.org.
About IDM and Red Mountain
IDM Mining Ltd. is an exploration and development company based in Vancouver, BC, Canada focused on advancing the Red Mountain Gold project towards production. The 17,125 hectare Red Mountain Gold project is located in northwestern BC, 15 km northeast of the mining town of Stewart.
ON BEHALF OF THE BOARD
of IDM Mining Ltd.
President, CEO and Director
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
Forward-Looking Statements: Some statements in this news release contain forward-looking information or forward-looking statements for the purposes of applicable securities laws. These statements include, among others, statements related to the completion of the Arrangement and the anticipated benefits of the Arrangement. In making the forward-looking statements in this release, the Company has applied certain assumptions that based on the Company's current belief as well as information currently available to the Company. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward -looking statements. A fulsome description of the assumptions, risks and uncertainties related to the forward-looking statements in this release are described in the detail in the Circular referenced in this release. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE IDM Mining Ltd.
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