Toronto, Ontario–(Newsfile Corp. – April 12, 2018) – Highvista Gold Inc. (“Highvista” or the “Company”) (TSXV: HVV) wishes to announce that its asset purchase agreement (the “Asset Purchase Agreement“) with Prince Arthur Capital Corporation (“PAC“) has been amended to reflect the extended closing of the transaction to June 29, 2018. PAC is an “affiliated entity” used to facilitate the acquisition of two leased properties and one development property located in Windsor, Ontario (collectively, the “Windsor Properties“). The transaction will constitute a Change of Business from mineral exploration to an investment company and a Reverse Takeover transaction under the rules of the TSX Venture Exchange (the “TSXV“)(the “Transaction“).
The Company has also determined to let lapse the previously announced option on an additional development property located in St. Catharines and the Company is no longer considering acquiring the property.
As part of its previously announced Change of Business, the primary areas of the investment focus of Highvista will be providing investment solutions for government-funded entities, such as hospitals and legions, regarding their facilities and related services and infrastructure. The Company will be making medically-oriented property and other infrastructure and healthcare-oriented “social infrastructure investments” its main focus.
Highvista also announces that Dr. Ruben Shiffman, BBA, MBA, PhD, has been appointed to the Board of Directors of the Company. Dr. Shiffman is currently founder and principal of 1885683 Alberta a light oil producer in Manitoba, Canada and of Greenland Resources Inc., a mining company with assets in Greenland. He was the co-founder and Executive Chairman of the mining company Calvista Gold (TSX:CVZ), successfully sold to Eike Batista AUX group. Previously, Ruben was the Managing Director of emerging markets trading at Scotia Capital, VP trading at TD Securities and represented Mexico MOF at the Bank for International Settlements in Basel. He is currently Governor of the International Board of Governors of Tel-Aviv University.
To the knowledge of the directors and officers of Highvista and PAC, as of the Closing of the Transaction, PAC is the only person who is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over the common shares of Highvista carrying more than 10% of the votes attached to such common shares.
The trading of common shares of Highvista has been halted and will remain halted pending receipt by the TSXV of certain required materials from Highvista and until Highvista engages a sponsor or a sponsorship exemption is granted. The Company intends to apply for an exemption from the sponsorship requirements of the TSXV in connection with the Transaction. There is no assurance that such sponsorship exemption will be granted or be granted on terms satisfactory to the parties.
The Transaction is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101“) as Gerry McCarvill, a director, officer and shareholder of the Company, is also a director, officer and sole shareholder of PAC. As a consequence, the Transaction is subject to minority shareholder approval requirements.
Further details of the Transaction will be provided in the Company’s information circular which it plans to deliver to Shareholders of the Company for its upcoming next Annual and Special Meeting.
Highvista indirectly owns 100% of a Mexican subsidiary that controls various mining properties in Sonora, Mexico. Its properties are located in the Sonoran Gold Belt, with the Canasta Dorada Gold Project located immediately adjacent to Alamos Gold’s El Chanate Mine (“Alamos“). Details of Highvista’s Canasta Dorada Project can be viewed at the Company’s website at www.highvistagold.com.
Completion of the transaction described herein is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable, disinterested shareholder approval.
Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
This news release may contain forward-looking statements based on assumptions, uncertainties and management’s best estimate of future events. Actual events or results could differ materially from the Company’s expectations and projections. Investors are cautioned that forward-looking statements involve risks and uncertainties. Accordingly, readers should not place undue reliance on forward-looking statements. When used herein, words such as “anticipate”, “will”, “intend” and similar expressions are intended to identify forward-looking statements. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to Highvista Gold Inc.’s filings with Canadian securities regulators available on www.sedar.com or the Company’s website at www.highvistagold.com
For further information, please contact:
Highvista Gold Inc.
Paul Crath, President and Chief Executive Officer
Tel: (416) 504-4128
Fax: (416) 504-4129
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