True Gold Mining Inc.
TSX VENTURE : TGM

True Gold Mining Inc.

April 21, 2016 14:00 ET

True Gold Announces Securityholder Approval of Plan of Arrangement with Endeavour Mining

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 21, 2016) - True Gold Mining Inc. (TSX VENTURE:TGM) ("True Gold" or the "Company") 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 Endeavour Mining Corporation ("Endeavour").

At the Meeting of True Gold shareholders and True Gold optionholders (collectively, the "True Gold Securityholders"), a special resolution approving the Arrangement was approved by:

  • 95.5% of the votes cast by True Gold shareholders, voting together as a single class
  • 95.9% of the votes cast by True Gold Securityholders, voting together as a single class

In addition, the Arrangement was approved by a simple majority of the votes cast at the Meeting in person or by proxy of the holders of common shares of True Gold, excluding the votes cast in respect of True Gold shares held by certain related parties (as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")) or joint actors (as defined by MI 61-101).

On closing of the Arrangement, True Gold Shareholders will receive 0.044 of an Endeavour common share for each True Gold common share held. Additional information regarding the terms of the Arrangement are set out in True Gold's management information circular dated March 18, 2016, which is available under True Gold's profile at www.sedar.com.

Endeavour also held a special meeting of shareholders today, which approved the issuance of Endeavour common shares in connection with the Arrangement, the private placement to La Mancha Holding under its anti-dilution right, and the increase of Endeavour's authorised share capital. Further information regarding the results of voting at Endeavour's meeting of shareholders is contained in a news release issued by Endeavour today.

The Arrangement is subject to final approval by the TSX Venture Exchange and the Supreme Court of British Columbia whose hearing for the final order to approve the Arrangement is scheduled to take place on April 22, 2016. The closing, and effective date, of the Arrangement is expected to occur on April 26, 2016.

About True Gold

True Gold Mining Inc. is where gold comes to life. We are committed to growing a successful gold production company, by focusing on projects with low costs, low technical risks and solid economics. The Company's board, management and technical teams have proven track records in gold exploration, development, and production worldwide.

ON BEHALF OF THE BOARD

Christian Milau, President & CEO

Neither 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.

Cautionary Statement: Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation concerning the completion of the Arrangement. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward looking statements contained in this press release may include statements regarding our ability to complete the Arrangement, which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: uncertainties as to the timing of the Arrangement and satisfaction of the conditions thereto, market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and the Company 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 expressly required by applicable securities legislation.

Contact Information