The Stellar Stars property is prospective for mineral deposits (primarily copper and gold deposits) consisting of two parcels of adjoining land in
Following completion of the Plan of Arrangement, Aurwest will continue to carry on its primary business activities with a focus on its properties in
Required Approvals
The Company received the requisite shareholder approval for the Plan of Arrangement, among other things, at the annual general and special meeting of shareholders of the Company which was held on
Stellar Stars SpinCo Financing
Pursuant to the Plan of Arrangement, as a condition to the distribution of the shares of Stellar Stars SpinCo to the Aurwest shareholders, Stellar Stars SpinCo intends to undertake a private placement financing of a minimum of
Public Stock Exchange Listing
The Aurwest Shares are currently listed and posted for trading on the Canadian Securities Exchange ('CSE') under the symbol 'AWR'. Pursuant to the Plan of Arrangement, Stellar Stars SpinCo has covenanted and agreed to use its commercially reasonable efforts to apply for the listing of the Stellar Stars SpinCo Shares on the CSE in connection with the closing of the Stellar Stars SpinCo Financing. None of the SpinCos will be listed on a stock exchange upon completion of the Arrangement. The listing of Stellar Stars SpinCo is subject to meeting all the conditions for listing established by the CSE and acceptance by the CSE. There is no assurance that Stellar Stars SpinCo will complete the Stellar Stars Financing within the time required under the Plan of Arrangement.
Aurwest Securityholders Consideration
In connection with Plan of Arrangement, subject to certain conditions, Aurwest shareholders as at the applicable share distribution record date, will receive 0.3 shares of a Stellar Stars SpinCo and 0.0051 shares of each of the five (5) newly formed separate companies ('SpinCo1 through SpinCo5') for every Aurwest common share held. As an example, and for illustrative purposes only, for each 10,000 shares of Aurwest owned prior to the Plan of Arrangement, a Aurwest shareholder will own 3,000 shares of the Stellar Stars SpinCo and 51 shares each of SpinCo1 through SpinCo5. Furthermore, Aurwest shareholders will continue to own the same number of Aurwest common shares as they did immediately prior to the Plan of Arrangement.
The Plan of Arrangement provides compelling benefits for each Aurwest and Stellar Stars SpinCo shareholders. It focuses Aurwest as a pure-play gold exploration company in
Following completion of the Plan of Arrangement, all holders of convertible securities of Aurwest (options and warrants) (the 'Aurwest Share Commitments') will be exercisable for Aurwest common shares, Stellar Stars SpinCo shares and the
Stellar Stars SpinCo
Subject to the Stellar Stars Financing, the spin-out of the B.C. assets will be held by a stand-alone new company, known herein as Stellar Start SpinCo, which will be owned by the shareholders of Aurwest. The Stellar Stars Property is prospective for mineral deposits (primarily copper and gold deposits) consisting of two parcels of adjoining land comprising the 25,053 hectare Stellar property (100% owned) and the 3,761 hectare Stars property (100% owned). In 2019 a 16 hole drilling program at Stars intersected an open-ended porphyry Cu-Mo zone intersecting 40.2m of 1.02% CuEq within a broader interval of 204m of 0.50% CuEq close to surface. Historical exploration success identified several significant follow up drilling targets to further define the arial extent of the target area that will support our future growth. A technical report entitled 'Technical Report on the Stellar-Stars Property,
Record Date for Spinout of Stellar Stars SpinCo
The record date for the spin out of the Stellar Stars SpinCo Shares will only be set once the Stellar Stars SpinCo Financing has been completed and conditional listing approval has been obtained for common shares of Stellar Stars SpinCo. Aurwest will communicate this information through one or more press releases in the future.
The Plan of Arrangement has created five (5) separate capital markets structured companies under the Business Corporations Act (
Record Date for Spinout of SpinCo1 through SpinCo5
Aurwest will be implementing the approved spin out to Aurwest shareholders of record on
Contact:
President and Chief Executive Officer
Telephone: (403) 483-8363
Email: cchristensen@aurwestresources.com
Website: www.aurwestresources.com
About
Aurwest is a Canadian-based junior resource company focused on the acquisition, exploration, and development of gold properties in
Forward-Looking Information
Statements included in this announcement, including statements concerning our plans, intentions, and expectations, which are not historical in nature are intended to be, and are hereby identified as 'forward-looking statements'. Forward looking statements may be identified by words including 'anticipates', 'believes', 'intends', 'estimates', 'expects' and similar expressions. The Company cautions readers that forward-looking statements, including without limitation: historical exploration results; positive diamond drilling results; styles of copper-molybdenum mineralization; and future work programs.
In connection with the forward-looking information contained in this news release, Aurwest has made numerous assumptions regarding, among other things: the proposed Plan of Arrangement and the proposed Stellar Stars SpinCo Financing. While Aurwest considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause Aurwest's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, additional exploration of the Properties may not locate significant copper-molybdenum mineralization; historical exploration results may not be; accurate; additional exploration of the areas of copper mineralization may not locate significant mineralization; the positive diamond drilling results may not be accurate; styles of copper-molybdenum mineralization; and future work programs may not result in the location of significant copper-molybdenum mineralization future work programs may not be completed as planned or at all; receipt of permits to conduct the exploration plans and matters relating to the Company's future operations and business prospects; certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, except in accordance with the applicable laws.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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