The issuance of the Debt Shares to the directors constitutes a 'related party transaction' as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions ('MI 61-101'). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt exceeds 25% of the Company's market capitalization.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the '1933 Act') and may not be offered or sold in
About
Pasofino, through its wholly-owned subsidiary, owns a 49% economic interest (prior to the issuance of the Government of
Pasofino has exercised its option to consolidate ownership in the
Contact:
CFO
T: 416 451 0049
E: lgreenidge@pasofinogold.com
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This news release contains 'forward-looking statements' that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterised by words such as 'plan', 'expect', 'project', 'seek', 'intend', 'believe', 'anticipate', 'estimate', 'suggest', 'indicate' and other similar words or statements that certain events or conditions 'may' or 'will' occur, and include, without limitation, statements regarding the timing and completion of the Transaction, the expected timing for the receipt of all requisite regulatory approvals. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors may include, but are not limited to, the ability to successfully complete the Transaction, the ability to obtain all requisite regulatory approvals including the approval of the
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