ISS is a leading independent, third-party proxy advisory firm who, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders. In their report, ISS noted the following: 'The cash consideration represents an approximately 36 percent premium to the unaffected share price, providing both certain and immediate value. The transaction delivers shareholders with the highest value for shares since 2020 and should substantially reduce risks associated with ownership in a mineral exploration and development company that does not yet generate positive cash from operations'.
The board of directors of Taiga (the 'Board') unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
Transaction Details
As announced by a joint news release dated
The Purchase Price represents a premium of approximately 36% to the closing price of the Taiga common shares on the Canadian Securities Exchange ('CSE') on
Strategic Rationale for the Transaction
In unanimously determining to recommend that shareholders vote in favour of the Transaction, Taiga's Board believes the Transaction is in the best interests of Taiga and its shareholders for a number of reasons, including the following: Attractive Value for Shareholders. The Purchase Price of
All cash offer with no financing condition. The fact that the Purchase Price offered by
Strong Support from Insiders and Significant Shareholders. The Transaction received strong support from several of Taiga's significant shareholders, including
Reduced Risks
Barring various macro and other transactional risks that may be beyond the control of Taiga, the Transaction offers certainty of value, removes the potential for future equity dilution for the shareholders and negates the exploration, development and execution risk that shareholders may otherwise be exposed to as continuing securityholders of Taiga.
Future Uncertainties
Taiga's Board has assessed the current and anticipated future commodity price environment, opportunities and risks associated with the business, operations, assets, financial performance, and condition of Taiga should the Transaction not be completed.
Interim Order
On
Pursuant to the Interim Order, a shareholder of record at the close of business on
Meeting Material
As part of the Special Meeting, Taiga has mailed its management information circular and other related meeting materials (the 'Meeting Materials') to its shareholders. The Special Meeting is scheduled to be held on
The Meeting Materials contain important information regarding the Transaction, how shareholders can participate and vote at the Special Meeting, the background that led to the Transaction and the reasons for Taiga's Board unanimously recommending that shareholders vote FOR the Transaction. Shareholders should carefully review all of the Meeting Materials as they contain important information concerning the Transaction and the rights and entitlements shareholders generally have under applicable law.
About
Taiga's objective is to focus on the exploration and development of its gold projects located adjacent to the Seabee Gold Operation and along the Tabbernor Fault structure in eastern
Contact:
Tel: 1 866 (486 8673)
Email: info@taigagold.com
Cautionary Note Regarding Forward-Looking Information
Except for statements of historical fact relating to Taiga, certain statements contained in this press release constitute forward-looking information, future oriented financial information, or financial outlooks (collectively 'forward looking information') within the meaning of Canadian securities laws. Forward-looking information may be contained in this press release and Taiga's other public filings. Forward-looking information relates to statements concerning Taiga's outlook and anticipated events or results and in some cases, can be identified by terminology such as 'may', 'will', 'could', 'should', 'expect', 'plan', 'anticipate', 'believe', 'intend', 'estimate', 'projects', 'predict', 'potential', 'continue' or other similar expressions concerning matters that are not historical facts. Forward-looking information in this press release is based on certain key expectations and assumptions made by Taiga. Although Taiga believes that the expectations and assumptions upon which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Taiga cannot give any assurance that they will prove to be correct. Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The key risks and uncertainties include, but are not limited to: local and global political and economic conditions; governmental and regulatory requirements and actions by governmental authorities, including changes in government policy, government ownership requirements, changes in environmental, tax and other laws or regulations and the interpretation thereof; developments with respect to COVID-19 pandemic, including the duration, severity and scope of the pandemic and potential impacts on mining operations and other risk factors detailed from time to time in Taiga's reports filed with the Canadian securities regulatory authorities.
Forward-looking information in this press release include statements concerning, among other things: the timing for the Meeting, successful receipt of the final order from the Court, successful receipt of Taiga shareholders' approval for the Transaction, the ability to successfully close the Transaction or within the expected timeframe, successful receipt of regulatory approvals (if any), including approvals from the Canadian securities authorities and the applicable stock exchanges, and all other timing, economic, legal, social, environmental, regulatory, and political matters that may influence or be influenced by future events or conditions.
Readers should not place undue reliance on forward-looking information. Forward-looking information is only a prediction based on
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