Northern Empire Resources Corp. Securityholders Overwhelmingly Approve of Arrangement with Coeur Mining, Inc.
Vancouver, September 20, 2018 - Northern Empire Resources Corp. (TSXV: NM) (OTC Pink: PSPGF) ("Northern Empire" or the "Company") is pleased to announce the voting results for its special meeting of the securityholders of Northern Empire (the "Northern Empire Securityholders") held on September 19, 2018 in Vancouver, British Columbia (the "Special Meeting").
The sole matter considered at the Special Meeting was the special resolution (the "Arrangement Resolution") approving the statutory plan of arrangement (the "Arrangement") with Coeur Mining Inc. ("Coeur") whereby Coeur, through a corporation directly or indirectly wholly-owned by Coeur (the "Purchaser"), will acquire all of the issued and outstanding common shares of Northern Empire ("Northern Empire Shares") and, in exchange, shareholders of Northern Empire (the "Northern Empire Shareholders") will receive 0.1850 of a common share of Coeur ("Coeur Shares") for each Northern Empire Share held. In addition, each option and common share purchase warrant of Northern Empire outstanding immediately prior to the effective time of the Arrangement will automatically vest and will be transferred to the Purchaser in exchange for that number of Coeur Shares as is equal to the value of the "in-the-money" amount of the options and warrants, as applicable, minus any withholding taxes required to be withheld.
Securityholders, representing a total of 73.62% of the securities of Northern Empire eligible to be voted at the Special Meeting, voted on the Arrangement Resolution, which was approved as follows:
99.98% of the total votes cast by Northern Empire Securityholders, voting as a single class, at the Special Meeting voted FOR the Arrangement resolution; and
99.97% of the votes cast by Northern Empire Shareholders, after excluding the votes of Northern Empire Shares held or controlled by Coeur and its subsidiaries, Douglas J. Hurst and Michael G. Allen each of whom is an "interested party" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Closing of the Arrangement remains subject to court approval as well as other customary closing conditions. Assuming the timely completion of these conditions, Northern Empire expects the Arrangement to close on or about October 1, 2018.
If holders of warrants to purchase Northern Empire Shares ("Warrants") wish to exercise their Warrants prior to closing of the Arrangement, the notice of exercise of such Warrants must be submitted to the Company no later than 4:30 p.m. (Vancouver time) on September 26, 2018.
About Northern Empire
Northern Empire Resources Corp. (TSXV: NM) (OTC Pink: 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. Some of the forward-looking statements may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans", and similar expressions.
Forward-looking 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. Such forward-looking statements are based on certain assumptions made by the Company, including but not limited to assumptions that: the Arrangement will complete under the terms, structure, and timeline currently contemplated; the requisite court approval in connection with the Arrangement will be obtained in a timely manner and on satisfactory terms; the parties will be able to satisfy the other conditions to the closing of the Arrangement and on the timeline currently contemplated; no significant events will occur outside of the Company's normal course of business; and the continuation of the business and operations of the Company, and the integration thereof with Coeur, following completion of the Arrangement will occur as currently contemplated.
Material risks and uncertainties applicable to the forward-looking statements set out herein include, but are not limited to: the Arrangement is not completed in a timely fashion or at all; the requisite court approval is not obtained in a timely fashion (or at all) or on satisfactory terms; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant.
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