SOURCE: Goldrock Mines Corp.

Goldrock Mines Corp.

July 25, 2016 16:47 ET

Goldrock Announces Shareholder Approval of Plan of Arrangement With Fortuna Silver Mines Inc.

VANCOUVER, BC--(Marketwired - July 25, 2016) - Goldrock Mines Corp. (TSX VENTURE: GRM) (the "Company" or "Goldrock") is pleased to announce that it has received overwhelming shareholder approval at the special meeting (the "Meeting") held today to approve the previously announced plan of arrangement (the "Arrangement") with Fortuna Silver Mines Inc. ("Fortuna").

At the Meeting, a special resolution approving the Arrangement was approved by 99.99% of the votes cast by shareholders of Goldrock (the "Goldrock Shareholders") present in person or by proxy, voting together as a single class. In addition, the Arrangement was approved by a simple majority of the votes cast at the Meeting by Goldrock Shareholders present in person or by proxy, excluding the votes cast in respect of Goldrock shares held by certain persons in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Paul Matysek, President and CEO of Goldrock, stated: "As the final days near, I reflect on Goldrock's glorious past 23 years. Its early days filled with the rush and passion of a significant discovery; the awe and wonder as Lindero became a sizeable gold deposit; the insight, intelligence and commitment required to build a most conscientious and profitable mine. The arduous and endless days filled with roadblocks and unexpected events. And finally, the moment in time when all the stars aligned and a Fortuna - Goldrock union transpired. Through all of this, Goldrock has been blessed with leaders that had vision that they acted on, a management team that wisely and economically executed, boards of directors that provided insight and guidance, and most of all, Goldrock shareholders who believed and supported. I am truly grateful for having the opportunity for being part of Goldrock's history. I want to highlight some of the key people who made a huge commitment to Lindero and its ultimate success. The Leask brothers (Mike and Gord) for finding her, the Argentines, Jorge Kesting and Facundo Huidobro, for defining her, David Keough and Bassam Moubarak for grooming her, and Megan Cameron-Jones for being the glue that kept it all together."

The Arrangement is subject to, among other things, final approval of the TSX Venture Exchange and the Supreme Court of British Columbia, where the hearing for the final order to approve the Arrangement is scheduled to take place on July 26, 2016. On closing of the Arrangement, Goldrock Shareholders will receive 0.1331 of a Fortuna common share for each Goldrock common share held, and Goldrock warrants will become exerciseable for Fortuna common shares based on the same exchange ratio. The effective date of the Arrangement is expected to occur on or about July 28, 2016.

Additional information regarding the terms of the Arrangement is set out in Goldrock's management information circular dated June 17, 2016, which is filed under Goldrock's SEDAR profile at www.sedar.com.

ON BEHALF OF THE BOARD OF DIRECTORS

"Paul Matysek"

President & Chief Executive Officer

About Goldrock Mines Corp.

Goldrock is an emerging gold producer focused on the development of its 100% owned Lindero gold deposit located in Salta province, northwestern Argentina. The Company has been granted the primary mining permit by the Salta provincial government allowing the Company to develop the Lindero open pit, heap leach gold mine. The Company also has secondary permits in place for process water extraction, road construction, building and electrical permits. In addition, the Company has received formal public declaration of support for the Lindero development by a Salta provincial government decree recognizing Lindero as the priority development project for Salta province. With the HPGR unit delivered into Argentina, the purchase of land in Pocitos, the completion of water supply wells and basic engineering including the preparation of construction bid packages, the Company is positioning itself for a smooth transition to full construction. The focused activity taken by the Company to date has significantly de-risked the remaining construction and development schedule deliverables for the project. Average annual gold production is anticipated to average 128,000 ounces over the first three years of production and to average 108,000 ounces during the first nine years. Total mine life is estimated at over 12 years, with significant exploration potential both at Lindero and the adjacent Arizaro deposit, which has the potential to use the planned Lindero infrastructure.

Neither 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.

Caution Regarding Forward-Looking Statements

This press release includes certain statements that may be deemed "forward-looking statements". All statements in this press release, other than statements of historical facts, that relate to the Arrangement, including completion of the Arrangement or receipt of regulatory or court approvals of the Arrangement, future exploration drilling, exploration activities, anticipated metal production, internal rate of return, estimated ore grades, commencement of production estimates and projected exploration and capital expenditures (including costs and other estimates upon which such projections are based) and events or developments that the Company expects, are forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expect" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to the Arrangement not receiving the requisite regulatory and court approvals, risks relating to metal prices, exploration success, continued availability of capital and financing, and general economic, market or business conditions. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Contact Information

  • For further information, please contact:

    Bassam Moubarak
    Chief Financial Officer
    604-681-4462
    www.goldrockmines.com