VANCOUVER, BC, May 6, 2022
/CNW/ - QuestEx Gold & Copper Ltd. (TSXV: QEX) (OTCQX:
QEXGF) ("QuestEx" or the "Company") announces that it
has filed and mailed meeting materials for the annual and special
meeting of QuestEx securityholders (the "Meeting") to be
held in connection with the proposed plan of arrangement with
Skeena Resources Limited. ("Skeena"), as previously
announced on March 30, 2022.
The Arrangement
At the Meeting, holders of QuestEx common shares (the
"Shareholders"), QuestEx options (the
"Optionholders") and certain QuestEx warrants (the
"Voting Warrantholders", and together with the Shareholders
and Optionholders, the "Voting Securityholders") will be
asked to consider and vote upon a plan of arrangement (the
"Arrangement") between QuestEx and Skeena pursuant to which
Skeena will acquire all of the issued and outstanding common shares
of QuestEx that Skeena does not currently own. Skeena currently
owns 5,668,642 common shares of QuestEx, or approximately 14.0% of
outstanding QuestEx common shares. Each Shareholder will be
entitled to receive C$0.65 cash plus 0.0367 of a Skeena common
share for each QuestEx common share held, except for Newmont
Corporation, who will receive a promissory note evidencing its
entitlement to the aforementioned cash and Skeena share
consideration.
Your vote is important regardless of the number of QuestEx
common shares ("Shares"), options ("Options") or
voting warrants ("Voting Warrants") you own. As a Voting
Securityholder, it is very important that you read the Notice of
Meeting, Management Information Circular (the "Circular")
and related materials with respect to the Meeting (collectively,
the "Meeting Materials") carefully and then vote at the
Meeting. You are eligible to vote if you were a Voting
Securityholder of record at the close of business on April 19, 2022. You may vote in person at the
Meeting or by proxy. The Meeting Materials are available under
QuestEx's profile on SEDAR at www.sedar.com and on QuestEx's
website at www.questex.ca.
The QuestEx Board of Directors and Special
Committee UNANIMOUSLY recommends that Voting
Securityholders vote IN FAVOUR of the proposed Arrangement.
Benefits of the Arrangement
In evaluating the Arrangement and unanimously reaching their
conclusion and making their recommendations in support of the
Arrangement, the QuestEx Board of Directors and Special Committee
carefully considered the benefits and advantages resulting from the
Arrangement, which include, but are not limited to:
- Attractive premium of 58% to the closing price of QuestEx
Shares as of March 29, 2022.
- Skeena shares have enhanced trading liquidity and Skeena is
currently well funded and has the ability to raise capital in the
future.
- Ongoing exposure to the QuestEx mineral tenures retained by
Skeena in the Golden Triangle and Toodoggone areas of British Columbia.
- Exposure to Skeena's strong management team, technical
capabilities and diversified portfolio of development
projects.
- Near-term milestones for Skeena, including ongoing infill
drilling and other exploration and a Feasibility Study expected for
the Eskay Creek project in 2022.
- Expected reduction in dilution, financing, development, and
execution risk.
QuestEx securityholders are encouraged to read the 'Background
to the Arrangement – Recommendation of the Board and the Special
Committee' section contained within the Circular for a full summary
of the principal reasons for the unanimous recommendation of the
QuestEx Board of Directors and Special Committee that Voting
Securityholders vote FOR the proposed Arrangement.
Meeting Information
The Meeting will be held at the office of DuMoulin Black LLP,
10th Floor of 595 Howe Street, Vancouver,
British Columbia on Wednesday, May
25, 2022 at 10:00 a.m. (PST),
where Voting Securityholders will be asked to consider and vote on
the Arrangement.
In light of ongoing concerns related to the spread of COVID-19,
and in order to mitigate potential risks to the health and safety
of QuestEx's Shareholders, employees, communities and other
stakeholders, Meeting participants are encouraged NOT to attend in
person. Rather, participants are encouraged to vote on the matters
BEFORE the Meeting by proxy and to join the Meeting by
teleconference. Those who intend to attend the Meeting by
teleconference are requested to read the notes in the form of proxy
enclosed with the Circular and then to, complete, sign and mail the
form of proxy in accordance with the instructions set out in the
proxy and in the Circular.
To access the Meeting by teleconference, dial 1-800-319-8560
followed by the access code 200028. Voting Securityholders cannot
vote their securities at the Meeting if attending via
teleconference and must either vote prior to the Meeting or attend
the Meeting in person in order to have their vote cast.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
QuestEx Securityholder Questions and Assistance
If you have any questions or require assistance voting your
Shares, Options or Voting Warrants, please contact QuestEx's
transfer agent, Computershare Investor Services Inc. directly at
1-800-564-6253. If you have questions in your consideration of the
Arrangement please contact Joseph
Mullin at 917-349-0060 or jmullin@questex.ca.
About QuestEx
QuestEx Gold & Copper Ltd. is exploring for gold and copper
with a focus on the Golden Triangle and Toodoggone areas of
British Columbia, Canada. It has a
100% ownership interest in one of the largest portfolios of mineral
tenures in British Columbia's
metal-rich Golden Triangle. The portfolio includes the 312 square
km KSP property, which is surrounded by some of the most important
past and current mining and development projects in British Columbia (e.g. Eskay Creek, Snip,
Brucejack, KSM, Johnny Mountain). In
the northern corner of the Golden Triangle in the Red Chris mining
district, QuestEx's portfolio includes the Castle property, a
porphyry copper-gold project located adjacent to Newmont's Saddle
property, and along trend of the Saddle North porphyry copper-gold
deposit (more than 10 million ounces gold, in all categories).
Other properties include North ROK, Coyote, and Kingpin in the
Golden Triangle, Sofia in the
Toodoggone district and Heart Peaks and Hit in other strategic
districts within British
Columbia.
ON BEHALF OF THE BOARD OF DIRECTORS OF QUESTEX GOLD &
COPPER LTD.
"Joseph Mullin"
Joseph
Mullin
Chief Executive Officer and Director
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statements Regarding Forward-Looking
Statements
This news release contains "forward-looking information" and
"forward looking statements" within the meaning of applicable
Canadian securities legislation (collectively herein referred to as
"forward-looking information"). Wherever possible, words such as
"expects", "expected", "strategic" and similar expressions or
statements that certain actions, events or results "will" or "may"
be taken, occur or be achieved, or the negative forms of any of
these terms and similar expressions, have been used to identify
forward-looking information. Forward-looking information contained
herein includes, but is not limited to: the consummation and timing
of the Arrangement; the timing of the Meeting; the satisfaction of
the conditions precedent to the Arrangement; the anticipated
benefits of the Arrangement; the expectations regarding near-term
milestones for Skeena, including ongoing infill drilling and other
exploration work and the Feasibility Study for the Eskay Creek
project; the ongoing exposure to the QuestEx mineral tenures
retained by Skeena in the Golden Triangle and Toodoggone areas of
British Columbia; the expected
reduction in dilution, financing, development, and execution risk
for current Questex securityholders post-transaction; expected
enhanced trading liquidity and financial strength of Skeena;
expected exposure to Skeena's strong management team, technical
capabilities and diversified portfolio of development projects; and
discussion of future plans, projects, objectives, estimates and
forecasts and the timing related thereto.
Forward-looking information is subject to a variety of known and
unknown risks, uncertainties and other factors that could cause
actual results, actions, events, conditions, performance or
achievements to materially differ from those expressed or implied
by the forward-looking information, including, without limitation,
changes in laws, regulations and government practices; the impact
of the COVID-19 pandemic and outbreak, including on our operations
and workforce and the operations and workforce of Skeena; the risk
that the Arrangement is not completed, on the timeline currently
contemplated or at all; the risk that Skeena will not complete a
Feasibility Study in respect of the Eskay Creek project in a timely
manner, or at all; the future price of gold and copper and other
metal prices; market competition; the geopolitical, economic,
permitting and legal climate that we operate in; the potential of a
third party making a superior proposal to the Transaction and such
other risks as are identified in QuestEx's public disclosure
documents filed on SEDAR at www.sedar.com (the "QuestEx Disclosure
Documents"). This list is not exhaustive of the factors that may
affect any of our forward-looking information. Although we have
attempted to identify important factors that could cause actual
results, actions, events, conditions, performance or achievements
to differ materially from those contained in forward-looking
information, there may be other factors that cause results,
actions, events, conditions, performance or achievements to differ
from those anticipated, estimated or intended.
Our forward-looking information is based on the assumptions,
beliefs, expectations and opinions of management on the date the
statements are made, many of which may be difficult to predict and
beyond our control. In connection with the forward-looking
information contained in this news release, we have made certain
assumptions about, among other things: our business and operations
and that no significant event will occur outside of our normal
course of business and operations (other than as expressly set out
herein); the impact of the COVID-19 pandemic and outbreak,
including on our operations and workforce; our ability to satisfy
the terms and conditions precedent of the Arrangement in order to
consummate the transaction; Skeena and Newmont's ability to satisfy
the terms and conditions precedent of the Asset Purchase Agreement
and the consummation thereof; the adequacy of our and Skeena's
financial resources; sustained labour stability and availability of
equipment; the maintenance of positive relations with local groups;
favourable equity and debt capital markets; and stability in
financial capital markets. Although we believe that the assumptions
inherent in forward-looking information are reasonable as of the
date of this news release, these assumptions are subject to
significant business, social, economic, political, regulatory,
competitive and other risks and uncertainties, contingencies and
other factors that could cause actual actions, events, conditions,
results, performance or achievements to be materially different
from those projected in the forward-looking information. The
Company cautions that the foregoing list of assumptions is not
exhaustive. Other events or circumstances could cause actual
results to differ materially from those estimated or projected and
expressed in, or implied by, the forward-looking information
contained in this news release.
Additional information about the risks and uncertainties
concerning forward-looking information and material factors or
assumptions on which such forward-looking information is based is
provided in the QuestEx Disclosure Documents. Forward-looking
information is not a guarantee of future performance. There can be
no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information.
Forward-looking information involves statements about the future
and is inherently uncertain, and our actual achievements or other
future events or conditions may differ materially from those
reflected in the forward-looking information due to a variety of
risks, uncertainties and other factors, including, without
limitation, those referred to in this news release and the QuestEx
Disclosure Documents. For the reasons set forth above, readers and
prospective investors should not place undue reliance on
forward-looking information.
We do not assume any obligation to update forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by applicable law.
SOURCE QuestEx Gold & Copper Ltd.