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GSH Golden Share Resources Corporation

0.045
0.00 (0.00%)
21 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Golden Share Resources Corporation TSXV:GSH TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.045 0.02 0.02 0 01:00:00

Golden Share Obtains Shareholder Approval for Merger With Silvore Fox at July 25, 2013 Special Meeting

25/07/2013 6:32pm

Marketwired Canada


Golden Share Mining Corporation ("Golden Share" or the "Company") (TSX
VENTURE:GSH) is pleased to announce that at the special shareholder meeting held
on July 25, 2013, shareholders have approved the merger transaction (the
"Transaction") with Silvore Fox Minerals Corp. ("Silvore Fox"; jointly the
"Parties") as previously announced on May 30th 2013. Additionally, the Company
has also received approval from shareholders on all proposed resolutions.
Silvore Fox has simultaneously received approval from its shareholders for the
Transaction during its annual and special shareholder meeting in Toronto also on
July 25, 2013.


As previously announced on May 31, 2013, the Parties have now finalized a
transaction under which Silvore Fox is merging with Golden Share on the basis of
one share of the new company ("Amalco") for each five existing shares of each of
Golden Share and Silvore Fox. Amalco will retain the name Golden Share Mining
Corporation and will also retain the trading symbol GSH on the TSX Venture
Exchange. 


Amalco's Board of Directors is comprised of four members, two members appointed
by Silvore Fox (Ge (Anna) Mao, Vice President of Sinotech and General Manager of
Beijing Donia, as Chairperson and Wenshan (Wilson) Zhang, Chief Geologist of
Beijing Donia) and two members appointed by Golden Share (Philippe Giaro and
Christian Guilbaud). The new management team includes Philippe Giaro as
President and Chief Executive Officer, Laurence Huss as Vice-President
Exploration and Hua (Helen) Gao as Chief Financial Officer. 


Dr. Jingbin Wang, Chairman of the Board of Sinotech, joins Mr. Anthony Frizelle
and Dr. K. Sethu Raman on Amalco's Advisory Board. 


Golden Share would like to thank Mr. Florent Baril and Mr. Roy Corrans for their
support and active contributions to the Company since its inception in 2007.
Golden Share wishes them continued success in their future endeavors.


In connection with the Transaction, Amalco has paid a finder's fee consisting of
$1,696 and 447,293 common shares, to be issued in three separate and equal
tranches on the closing date, its six-month anniversary and its one-year
anniversary.


Golden Share's merger with Silvore Fox seeks to leverage the input of Sinotech
Minerals Exploration Co. Ltd. ("Sinotech"), a leading Chinese mineral
exploration and development company. Sinotech is a 50.03% shareholder of Beijing
Donia Resources Co. Ltd. ("Beijing Donia"), a cornerstone investor in Silvore
Fox. By virtue of the Transaction, Beijing Donia becomes Amalco's largest
shareholder with approximately 21.9% of its issued and outstanding shares.


Sinotech recognizes the value of Golden Share's well balanced portfolio of gold
properties located in Quebec and Ontario and sees the merged entity as an ideal
platform to further develop its activities in exploration and development of
precious metals in North America, and notably in Eastern Canada, a politically
stable environment with a history of gold endowment.


Sinotech's new structure was established in 2004 with the clear objective to
become a leading emerging metal producer. Its headquarters are located in
Beijing and Sinotech currently owns more than one hundred minerals projects all
over the world with direct involvement in the development of over twenty
subsidiary companies. Sinotech has established partnerships with all major
Chinese gold producers. It currently operates four mines in China for a variety
of metals including gold, silver, copper, lead, zinc, molybdenum and iron
generating a revenue over Yuan 500 M ($US 81 M) per year. In addition, two other
mines are currently under construction. On the exploration front Sinotech has
invested over Yuan 800 M ($US 130 M) in mainland China over the past three
years. Overseas, Sinotech has been actively pursuing exploration and mining
opportunities with strategic direct and indirect investments in four TSXV and
two ASX listed, well-funded, junior explorers developing projects for gold, base
metals and nickel in Africa and North America. For further details please see
the Sinotech April 2013 corporate presentation on: http://www.goldenshare.ca.


Amalco has also issued a total of 151,000 common shares to Philippe Giaro,
Laurence Huss and Christian Guilbaud to compensate them for voluntarily accepted
temporary reductions in their compensation of 20% in Mr. Giaro's case and 40% in
the other cases. Each of Mr. Giaro and Mr. Guilbaud received 56,000 shares and
Ms. Huss received 39,000, all at a deemed issue price of $0.25. This issuance
received disinterested shareholder approval at Golden Share's meeting held on
July 25, 2013. The hold period applicable to these shares expires on December 1,
2013.


The Transaction remains subject to the approval of the TSX Venture Exchange.

Forward-Looking Statements

Forward-looking statements included or incorporated by reference in this
document include statements with respect to the completion of the Transaction
and Amalco's investors, financial position and management team following the
Offer. Although Golden Share believes the expectations reflected in these
forward-looking statements are based on reasonable assumptions, they can give no
assurances that these expectations will be achieved. Factors that could cause
actual results to differ materially from expectations include the effects of
general economic conditions, the price of metals, actions by government or
regulatory authorities, additional financing requirements and competitive
pressures. These expectations and factors, as well as others, are more fully
discussed in the Company's filings with Canadian securities regulatory
authorities and, in particular, the Company's information circular dated June
21, 2013 available on SEDAR.


United States Shareholders 

The Transaction relates to common shares of a Canadian company. U.S.
shareholders should be aware that the Transaction is subject to the disclosure
requirements of Canada, which are different from those of the United States. The
financial statements included or incorporated by reference in documents relating
to the Transaction have been prepared in accordance with International Financial
Reporting Standards, and may be subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial statements
of United States companies.


The enforcement by shareholders of civil liabilities under the United States
federal securities laws may be affected adversely by the fact that Silvore Fox
is incorporated under the laws of Alberta and Golden Share is incorporated under
the federal laws of Canada, most of their respective officers and directors are
residents of Canada and other foreign countries, and some or all of their
respective assets and the assets of their respective officers and directors are
located outside the United States. U.S. shareholders may not be able to sue a
Canadian company or its officers and directors in a Canadian or other foreign
court for violations of U.S. securities laws, and it may be difficult to compel
a Canadian company and its affiliates to subject themselves to a U.S. court's
judgment.


FOR MORE INFORMATION, CONSULT: http://www.goldenshare.ca 

OR OUR FACEBOOK PAGE AT:

http://www.facebook.com/#!/profile.php?id=100001472712018&v=wall 

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 FURTHER INFORMATION PLEASE CONTACT: 
Golden Share Mining Corporation
Philippe Giaro
President & CEO
1-514-866-4224 or 32-473-52-30-29
phgiaro@skynet.be or info@goldenshare.ca
www.goldenshare.ca

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