Toronto, June 15, 2018 – Golden Share Resources Corporation (“Golden Share” or the “Company”, TSXV: GSH) wishes to update the market on its spinout transaction (the “Spinout”), and provide notice to shareholders of its application for an extension of the deadline to call an annual general meeting of shareholders until October 31, 2018. As previously announced on April 17, 2018, Golden Share intends to spin out its energy storage business (the “Energy Business”) into a new public entity, with the Company retaining its mineral exploration business.
The Company expects to transfer the Energy Business into a US-based entity (“Newco”), which would apply to list its common stock on the TSX Venture Exchange (the “TSXV”).
The Spinout is likely to be done under a plan of arrangement and, as a result, would require shareholder approval under both the Canada Business Corporations Act (the “CBCA”) and the policies of the TSXV. As a result, Golden Share is applying to the Commercial List of the Superior Court of Justice for an Order extending the time for the Company to call an annual general meeting of its shareholders under Section 133(3) of the CBCA for four months from June 30, 2018 until October 31, 2018. The Company’s application will be heard at 10am on June 22, 2018 at the Court House at 330 University Avenue, 7th Floor, Toronto, Ontario, M5G 1R7.
Under Section 133(1) of the Canada Business Corporations Act, the directors of Golden Share are required to call an annual meeting of shareholders by June 30, 2018. While the Company intends to proceed expeditiously, it is not yet in a position to present the Spinout to its shareholders at a special meeting, but will be in a position to do so on or before October 31, 2018. In order to save costs, Golden Share wishes to call the special meeting to consider the Prospective Transaction at the same time as the annual general meeting of the Company's shareholders.
As previously announced, the Energy Business currently consists of a series of agreements as follows:
The Strategic Partnership Agreement between Northwest Mining & Exploration Group and Golden Share (announced on May 24, 2016).
The License Agreement with the Battelle Memorial Institute, the operator of the Pacific Northwest National Laboratory ("PNNL") for the U.S. Department of Energy (announced on October 18, 2016).
The Agreement for Commercializing Technology with PNNL (announced on January 30, 2018).
The Letter of Intent with Hunan Vanadium Valley New Energy Technology (announced on February 12, 2018).
The right of first refusal to any future offtake agreement for vanadium only, of the Agreement with Forum Energy Metals Corp. (announced on June 13, 2018),
About Golden Share
Golden Share Resources Corporation is a junior natural resource company focusing on mineral exploration in the province of Ontario, Canada, a mineral rich and politically stable jurisdiction.
WARNING: Certain statements in this press release may be forward-looking, including those with respect to the Company’s intention to spin out its energy storage business. Although the Company believes the expectations reflected in such statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include that the Company will be able to identify a viable mechanism for spinning out that business in a manner that is feasible from a legal, tax and commercial perspective, as well as the ongoing viability of that business until the spinout is complete. Factors that could cause actual results to differ materially from expectations include legal, tax or commercial issues that make such a transaction impractical, and PNNL's inability to develop the battery on time, within budget or at all due to technical, personnel or other obstacles. A description of other risks affecting the Company's business and activities appears under the heading "Risks” on page 17 of its 2017 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. The Company disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event, except as required under applicable law. The reader is warned against undue reliance on these forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information, please visit www.goldenshare.ca or contact:
Golden Share Resources Corporation
Nick Zeng, President & CEO
Tel: (905) 968-1199