Toronto, Ontario, Sep 28, 2017 (Newsfile Corp via COMTEX) — Bison Gold Resources Inc. (BGE) (“Bison” or the “Company”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), leading independent proxy advisory firms that provide, among other services, voting recommendations to institutional investors based on a careful review of disclosure materials, have each recommended that Bison shareholders approve the proposed plan of arrangement (the “Arrangement”) with Klondex Mines Ltd. (“Klondex”), pursuant to which, among other things, Klondex will acquire all of the issued and outstanding common shares of Bison (“Bison Shares”), in exchange for cash or common shares in the capital of Klondex (the “Klondex Shares”), or a combination of cash and Klondex Shares (the “Arrangement Consideration”), as more fully described and disclosed in the news release of the Company dated August 8th, 2017.
ISS and Glass Lewis have both indicated the Arrangement is in the best interests of Bison shareholders and recommended that shareholders of Bison vote FOR the proposed Arrangement. In making its recommendation that Bison shareholders vote in favour of the Arrangement, ISS concluded “in light of the significant implied premium, the favourable market reaction, and the reasonable strategic rationale, shareholder approval of this resolution is warranted”. Glass Lewis recommended that Bison shareholders vote FOR the Arrangement for a number of reasons, including the fact that shareholders of Bison will potentially be swapping into a significantly larger, more diversified and financially stable company.
Special Meeting
The special meeting of the shareholders of Bison (the “Shareholders”) is scheduled to be held at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4 on Wednesday, October 11, 2017 at 10:00 a.m. (the “Meeting”).
The Shareholders are encouraged to review the management information circular of Bison dated September 11th, 2017 (the “Circular”), which provides a detailed discussion of the Arrangement. A copy of the Circular and related documents have been mailed to the Shareholders. Copies of the Circular and related documents can be obtained via SEDAR (www.sedar.com), or by contacting Laurel Hill Advisory Group toll-free at 1-877-452-7184 or at 416-304-0211 or by email at assistance@laurelhill.com.
The board of directors of Bison have unanimously recommended that Bison shareholders vote FOR the Arrangement prior to the proxy voting deadline of Monday, October 9, 2017 at 10:00 a.m. (Toronto time).
Shareholder Questions
If you have any questions about the information contained in the Circular or require assistance with voting your shares, please contact Bison’s Proxy Solicitor, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 or at 416-304-0211 or by email at assistance@laurelhill.com.
About Bison Gold Resources Inc.
Bison is a Canadian public company listed on the TSX-V. Bison Gold is focused on gold exploration with property assets in Manitoba, Canada. Further details can be found on Bison’s website at www.bisongold.com.
About Klondex Mines Ltd.
Klondex is a well-capitalized, junior-tier gold and silver mining company focused on exploration, development, and production in a safe, environmentally responsible, and cost-effective manner. Klondex has 100% interests in three producing mineral properties: the Fire Creek Mine and the Midas Mine and ore milling facility, both of which are located in the state of Nevada, USA, and the True North Gold Mine and mill in Manitoba, Canada. Klondex also has 100% interests in two recently acquired projects, the Hollister mine and the Aurora mine and ore milling facility, also located in Nevada, USA.
For further information, please contact:
Amir Mousavi, Chief Executive OfficerBison Gold Resources Inc.Tel: (647) 846-3339www.bisongold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities laws that reflects current expectations of management of Bison regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. In particular, such risks include the satisfaction of the conditions precedent to the completion of the proposed transaction with Klondex, including obtaining shareholder approval, the details of which are set out in the Circular. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The following factors could cause actual results to differ materially from those disclosed in forward-looking information in this news release: failure to satisfy the conditions to completion of the Arrangement, including approval by Bison shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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