Northern Empire Resources Corp. Reminds Securityholders to Support the Proposed Plan of Arrangement with Coeur Mining, Inc.
- Encourages securityholders to vote before the deadline of September 17, 2018 at 10:00 am (Vancouver time)
- Proxy advisory firms Glass Lewis & Co. and Institutional Shareholder Services recommend securityholders vote in favour of the Arrangement
- For assistance voting, contact Kingsdale Advisors at 1.877.659.1825 or by email at email@example.com
Vancouver, September 13, 2018 - Northern Empire Resources Corp. (TSXV: NM) (OTC Pink: PSPGF) ("Northern Empire" or the "Company") reminds securityholders to vote IN FAVOUR of the proposed plan of arrangement (the "Plan of Arrangement") with Coeur Mining Inc. ("Coeur") by the voting deadline of September 17, 2018 at 10:00 am (Vancouver time).
The Board of Directors of Northern Empire unanimously recommends that securityholders vote FOR the Arrangement resolution. Expected benefits to Northern Empire's securityholders include:
a 40% premium to the volume traded average for the 20 trading days ended on August 1, 2018;
the ability to benefit from being a stakeholder in a diversified, growing precious metals producer with five mines in North America, a low risk jurisdiction and a focus on sustainable, high-quality cash flow;
reduced investment risk by transitioning from a single asset development company to a balanced portfolio of high-quality producing mines and near-term development projects; and
continued participation in the Sterling Gold Project, which will benefit from Coeur's technical and financial strength.
Under the terms of the Arrangement: (i) Northern Empire Shareholders will receive 0.1850 of a common share of Coeur (the "Coeur Shares") for each Northern Empire Share held; (ii) all outstanding options of Northern Empire will vest and Optionholders will receive Coeur Shares equal to the value of the "in-the-money" amount of their Northern Empire Options, (iii) all outstanding common share purchase warrants of Northern Empire will vest and Warrantholders will receive Coeur Shares equal to the value of the "in-the-money" amount of their Northern Empire Warrants.
Additional information in relation to the Arrangement can be found in the management information circular dated August 21, 2018 (the "Circular"). An electronic copy of the Circular is available under the company's profile on SEDAR at www.sedar.com.
The proxy voting deadline is fast approaching.
Northern Empire's Board urges you to vote your proxy or voting instruction form IN FAVOUR of the special resolution approving the Plan of Arrangement, well in advance of the proxy voting deadline of September 17, 2018 at 10:00 am (Vancouver time).
ISS AND GLASS LEWIS RECOMMEND VOTING IN FAVOUR OF THE ARRANGEMENT
Top proxy advisory firms, Glass Lewis & Co. and Institutional Shareholder Services, have recommended that securityholders vote IN FAVOUR of the Arrangement.
If you require further information or assistance completing and submitting your proxy, please contact Kingsdale Advisors by calling toll-free 1.877.659.1825 or 416.867.2272 outside of North America or by email at firstname.lastname@example.org.
As the transaction between Northern Empire and Coeur is subject to the "majority of the minority" shareholder approval as mandated by Multilateral Instrument 61-101, the Company will be excluding all of the votes cast in connection with securities beneficially owned, or over which control or direction is exercised, by Michael G. Allen, Douglas J. Hurst and Coeur. Further information regarding the "majority of the minority" approval is provided in the Circular.
The Company has also amended the Plan of Arrangement that is attached to the Circular to allow for Coeur to acquire Northern Empire by way of an indirect wholly owned subsidiary rather than a direct wholly owned subsidiary, as originally contemplated in the Plan of Arrangement.
About Northern Empire
Northern Empire Resources Corp. (TSXV: NM) (OTC: PSPGF) is expanding and discovering heap leach gold deposits in Nevada. Northern Empire presently has initial resource statements on four potentially heap-leachable deposits, three of which are past producing, at the 100%-owned Sterling Gold Project.
Coeur Mining Inc. is a well-diversified, growing precious metals producer with five mines in North America. Coeur produces from its wholly-owned operations: the Palmarejo silver-gold complex in Mexico, the Silvertip silver-zinc-lead mine in British Columbia, the Rochester silver-gold mine in Nevada, the Wharf gold mine in South Dakota and the Kensington gold mine in Alaska. In addition, Coeur has interests in several precious metals exploration projects throughout North America.
ON BEHALF OF THE BOARD OF NORTHERN EMPIRE RESOURCES CORP.
"Michael G. Allen"
President, CEO and Director
NEITHER THE 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 NEWS RELEASE.
Certain information set forth in this news release contains "forward-looking statement", and "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include the Company's expectations about the future performance based on current results and expected cash costs and are based on the Company's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans", and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which, may cause the Company's actual performance and financial results in future periods to differ materially from any projects of future performance or results expressed or implied by such forward-looking statement. These risks and uncertainties include but are not limited to: liabilities inherent in mine development and production; geological risks, the financial markets generally, the results of the due diligence investigations to be conducted by the Company. There can be no assurance that forward-looking statement will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
For further information contact:
Michael G. Allen, President, CEO and Director
Tel: +1 (604) 646-4522 Dylan Berg, Manager, Investor Relations
Tel: +1 (604) 646-4520