Goldrock Mines Corp.
TSX VENTURE : GRM

Goldrock Mines Corp.

June 24, 2016 15:59 ET

Goldrock Mails and Files Information Circular in Connection with Special Meeting of Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 24, 2016) - Goldrock Mines Corp. (TSX VENTURE:GRM) ("Goldrock" or the "Company") is pleased to announce that it has mailed its management information circular and related proxy materials to shareholders of record as of June 17, 2016 in connection with its special meeting (the "Special Meeting") of shareholders (the "Goldrock Shareholders") to be held at Suite 2300, 1177 West Hastings Street, Vancouver, British Columbia, V6E 2K3 on July 25, 2016 at 10:00 a.m. (Vancouver Time). The meeting materials have also been filed on SEDAR (www.sedar.com) and on Goldrock's website at www.goldrockmines.com.

The Arrangement

The purpose of the Special Meeting is to seek approval of the previously announced statutory plan of arrangement (the "Arrangement") with Fortuna Silver Mines Inc. ("Fortuna"). The Arrangement will result in Goldrock Shareholders receiving 0.1331 of a Fortuna common share (each whole share, a "Fortuna Share") for each common share of Goldrock (each, a "Goldrock Share") held. On completion of the Arrangement, Fortuna will own and operate the existing business of Goldrock and former Goldrock Shareholders will become shareholders of Fortuna.

Benefits of the Arrangement

Some of the benefits of the Arrangement include, among others:

  • Significant Premium to Goldrock Shareholders. The consideration to be received by the Goldrock Shareholders pursuant to the Arrangement represents premiums of 58.2% based on the June 6, 2016 (the day before the announcement of the Arrangement) closing price of Goldrock Shares on the TSX-V and the Fortuna Shares on the Toronto Stock Exchange, and 84.6% based on the 20-day volume-weighted average trading price of Goldrock Shares on the TSX-V as of June 6, 2016.
  • Continued Participation by Goldrock Shareholders in the Lindero Project. Goldrock Shareholders will continue to participate in any value increases associated with the development and operation of the Lindero Project, which Fortuna has advised that it will be focused on bringing into production by 2018.
  • Participation in a Company with Operating Projects. Goldrock Shareholders will have exposure to Fortuna's asset portfolio of operating mines, in particular the low-cost San Jose Mine, which diversifies Goldrock's single-asset and development-stage risks, as well as gold price exposure.
  • Fortuna's Enhanced Financial Position. Fortuna has a strong balance sheet, access to low-cost credit facilities and free cash flow from Fortuna's producing mines.
  • Increased Liquidity for Goldrock Shareholders. Fortuna Shares will likely present Goldrock Shareholders with increased trading liquidity, as Fortuna has a robust capital markets profile.

Goldrock Shareholders are encouraged to carefully read the management information circular and other meeting materials in detail as they contain important information regarding the Arrangement. In particular, the management information circular contains, among other things, details concerning the Arrangement, the risks associated with the Arrangement and the requirements for the Arrangement to become effective.

Vote Today. Your vote is important regardless of the number of Goldrock Shares you own.
The Board of Directors of Goldrock recommends that Goldrock Shareholders vote in favour of the Arrangement.

HOW TO VOTE

Registered Goldrock Shareholders may attend and vote at the Special Meeting or vote by proxy using one of the following methods:

INTERNET: http://www.investorvote.com/
TELEPHONE: 1-866-732-VOTE (8683) toll free.
FACSIMILE: 1-866-249-7775
MAIL: Computershare Investor Services Inc.
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1

Beneficial Goldrock Shareholders

Goldrock Shareholders who hold Goldrock Shares through a bank or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, beneficial Goldrock Shareholders will receive a voting instruction form as part of the meeting materials. Beneficial Goldrock Shareholders are encouraged to complete, sign and return the voting instruction form in accordance with the instructions provided therein.

SHAREHOLDER QUESTIONS

Goldrock Shareholders who have questions or require assistance with voting may contact Goldrock's Proxy Solicitation Agent:

Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211 collect
Email: assistance@laurelhill.com

Neither the TSX Venture Exchange, nor its Regulation Services Provider 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 discussion, other than statements of historical facts, that relate to the Arrangement, including expectations regarding the accretive nature of the Arrangement and the completion of the Arrangement, address 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 other events or developments that the Company expects, are 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 metal prices, exploration success, continued availability of capital and financing, general economic, market or business conditions and the failure to obtain shareholder, regulatory or court approvals of the Arrangement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake any obligation to update forward-looking statements, except as required under applicable securities laws.

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