Silvore Fox Minerals Corp.

Silvore Fox Minerals Corp.

July 10, 2013 09:26 ET

Silvore Fox Seeks Shareholder Approval of Merger with Golden Share at Annual and Special Meeting

MARKHAM, ONTARIO--(Marketwired - July 10, 2013) - Silvore Fox Minerals Corp. (the "Corporation" or "Silvore Fox") (TSX VENTURE:SFX) is pleased to announce the filing on SEDAR of the documentation for the merger transaction (the "Transaction") with Golden Share Mining Corporation ("Golden Share"; jointly the "Parties") as previously announced on May 30th 2013.

Silvore Fox's annual and special shareholder meeting seeking approval from shareholders for the Transaction will be held at 145 Riviera Drive, Unit 7 in Markham, ON on Thursday, July 25th 2013, at 11:00 a.m. (Eastern time). Golden Share will simultaneously hold its special shareholder meeting in Montreal. The material for the annual and special shareholder meeting, including the joint information circular as well as all related documentation, was distributed to shareholders on June 28th 2013.

Each Party's board of directors firmly supports the Transaction which is expected to provide Silvore Fox with a greater and more diverse asset base, greater capitalization, better access to capital markets, and improved liquidity.

The merged company will operate under the name Golden Share Mining Corporation and will provide its shareholders with two quality metal projects in Ontario; namely Berens River for gold and Pick Lake for zinc. Technical details for both projects are included in the joint information circular and NI 43-101 compliant reports for both properties were filed on SEDAR on June 20th and June 21st respectively. Berens River, a Newmont past producing high grade gold-silver mine north of Red Lake, and Pick Lake, a past producing satellite deposit of the high grade Inmet Winston Lake zinc mine, will initially be at the forefront of the new Golden Share's development strategy that will focus on high grade targets.

Mrs. Laurence Huss, M.Sc., P. Geo., Vice-president Exploration of Golden Share and Mr. Philippe Giaro, P.Geo., President and CEO of Golden Share, each a "Qualified Person" as defined in National Instrument 43-101, have reviewed and approved the technical information contained in this news release.

Silvore Fox has signed a lock-up agreement with its major shareholder, Beijing Donia Resources Co. Ltd., that, among other things, requires it to vote all of its shares in favor of the Transaction while Golden Share has similarly signed a lock-up agreement with its major shareholder, Lake Shore Gold Corp. (TSX:LSG).


This press release contains "forward-looking information" within the meaning of applicable securities laws relating to the intentions of the Corporation. Readers are cautioned not to place undue reliance on the forward-looking information. Actual results and developments may differ materially from those contemplated by this forward-looking information. Such forward-looking information is based on current expectations that involve a number of known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by the forward-looking information. Factors that could cause actual results to differ materially from any forward-looking information include, but are not limited to, the risks of obtaining all necessary shareholder and regulatory approvals for the proposed merger, the risk that anticipated management and board members may not be available to participate in the new Golden Share Mining Corporation, the risk that funding for the company's operations cannot be obtained, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, delays in the development of projects, uncertainties relating to the interpretation of the geology, and unanticipated operational or technical difficulties and other factors. Such forward-looking information is based on a number of assumptions, including but not limited to, shareholder support for the merger, the availability of skilled labour, availability of equipment, and future capital and operating costs. The foregoing is more particularly discussed in the Corporation's Information Circular dated June 21, 2013 available on SEDAR. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information and accordingly, readers are cautioned not to place undue reliance on this forward-looking information. The Corporation does not assume the obligation to revise or update this forward-looking information after the date of this announcement or to revise such information to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

United States Shareholders

The Transaction described in this news release relates to common shares of a Canadian company. U.S. shareholders should be aware that the Transaction is subject to the disclosure requirements of Canada, which are different from those of the United States. The financial statements included or incorporated by reference in documents relating to the Transaction have been prepared in accordance with International Financial Reporting Standards accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Silvore Fox Minerals Corp. is incorporated under the laws of Alberta and Golden Share Mining Corporation is incorporated under the federal laws of Canada, most of their respective officers and directors are residents of Canada and other foreign countries, and some or all of their respective assets and the assets of their respective officers and directors are located outside the United States. U.S. shareholders may not be able to sue a Canadian company or its officers and directors in a Canadian or other foreign court for violations of U.S. securities laws, and it may be difficult to compel a Canadian company and its affiliates to subject themselves to a U.S. court's judgment.

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