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TORONTO, ON / ACCESSWIRE / December 6, 2024 / Signal Gold Inc. ("Signal Gold" or the "Company") (TSX:SGNL)(OTCQB:SGNLF) is pleased to announce that the shareholders of the Company ("Shareholders") have overwhelmingly approved the special resolutions authorizing the plan of arrangement of the Company under the Business Corporations Act (Ontario) (the "Arrangement") and a related private placement, at the special meeting of Shareholders held earlier today (the "Meeting"). Pursuant to the Arrangement, previously announced on October 10, 2024, NexGold Mining Corp. ("NexGold") will acquire all the issued and outstanding common shares of Signal Gold to create a top near-term gold developer advancing NexGold's Goliath Gold Complex Project in Northern Ontario and the Goldboro Project in the historic Goldboro Gold District in Nova Scotia. The purpose of the Meeting was to consider and vote upon the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated October 9, 2024 between Signal Gold and NexGold, pursuant to which, among other things, NexGold will acquire all of the issued and outstanding common shares of the Company by way of a court-approved plan of arrangement, and in exchange, Shareholders will be entitled to receive 0.1244 of a common share of NexGold for each common share of Signal Gold held. In approving the Arrangement Resolution, Shareholders also approved the Debt Restructuring (as described in the management information circular of Signal Gold dated November 5, 2024). At the Meeting, an ordinary resolution was also considered and voted on with respect to a Private Placement Resolution, authorizing and approving, among other things, the issuance by Signal Gold of common shares in connection with a non-brokered private placement of up to 120,075,840 subscription receipts of Signal Gold ("Subscription Receipts"), at a price of $0.08705 per Subscription Receipt for aggregate gross proceeds of up to $10,452,601.87 (the "Private Placement"). Prior to the completion of the Arrangement, Signal Gold may exercise its option to issue up to an additional 6,003,792 Subscription Receipts for additional gross proceeds of up to $522,630.10. A total of 126,970,057 common shares were represented in person or by proxy at the Meeting, representing approximately 49.779% of the issued and outstanding common shares of Signal Gold. Approval of the Arrangement For the Arrangement to proceed, the Arrangement Resolution required the approval of at least two-thirds (662⁄3%) of the votes cast at the Meeting, by the Shareholders attending in person or voting by proxy, and a simple majority of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting, excluding, for this purpose, votes attached to shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. At the Meeting, the Arrangement Resolution was overwhelmingly approved by 121,602,757 votes cast at the Meeting, representing approximately 95.773% of the shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution was also approved by 95.501% of the Shareholders present in person or represented by proxy at the Meeting, excluding, for this purpose, votes attached to shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. Accordingly, the Shareholder approval required to proceed with the Arrangement has been obtained. Private Placement Financing For the Private Placement to proceed, the Private Placement Resolution must be approved by a simple majority of the votes cast by Shareholders present. At the Meeting, the Private Placement Resolution was overwhelmingly approved by 121,562,732 votes cast at the Meeting, representing approximately 95.741% of the shareholders present in person or represented by proxy at the Meeting. Accordingly, the Shareholder approval required in order to proceed with the Private Placement has been obtained. Transaction Update Having obtained the requisite approval of the Arrangement Resolution and Private Placement Resolution at the Meeting, the parties are continuing to work diligently towards closing the Arrangement. The Arrangement is expected to become effective on December 13, 2024, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on December 11, 2024. Following the completion of the Arrangement, it is expected that the Signal Gold shares will be delisted from the TSX and OTCQB. Further details regarding the Arrangement and on the above matters are set out in the management information circular of Signal Gold dated November 5, 2024, which is available on SEDAR+ (www.sedarplus.ca) under Signal Gold's issuer profile. For detailed voting results on each resolution, please refer to the Company's Report of Voting Results filed on SEDAR+ at www.sedarplus.com . ABOUT SIGNAL GOLD Signal Gold is advancing the Goldboro Gold Project in Nova Scotia, a significant growth project subject to a positive Feasibility Study which demonstrates an approximately 11-year open pit life of mine ("LOM") with average gold production of 100,000 ounces per annum and an average diluted grade of 2.26 grams per tonne gold. (Please see the ‘NI 43-101 Technical Report and Feasibility Study for the Goldboro Gold Project, Eastern Goldfields District, Nova Scotia' on January 11, 2022, for further details). On August 3, 2022, the Goldboro Project received its environmental assessment approval from the Nova Scotia Minister of Environment and Climate Change, a significant regulatory milestone, and the Company has now submitted all key permits including the Industrial Approval, Fisheries Act Authorization and Schedule II Amendment, and the Mining and Crown Land Leases. The Goldboro Project has significant potential for further Mineral Resource expansion, particularly towards the west along strike and at depth, and the Company has consolidated 27,200 hectares (~272 km2) of prospective exploration land in the Goldboro Gold District. FORWARD-LOOKING STATEMENTS This news release contains "forward-looking information" within the meaning of applicable Canadian and United States securities legislation, including, but not limited to, the timing of the hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement and the timing of the completion of the Arrangement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Signal Gold to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current production, development and exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of resources, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Signal Gold's annual information form for the year ended December 31, 2023, available on www.sedarplus.ca . Although Signal Gold has attempted to identify important factors, assumption and risks that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors, assumptions and risks that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Signal Gold does not undertake to update any forward-looking information, except in accordance with applicable securities laws. This news release has been reviewed and approved by Kevin Bullock, P. Eng., President and CEO with Signal Gold Inc., a "Qualified Person", under National Instrument 43-101 Standard for Disclosure for Mineral Projects. FOR ADDITIONAL INFORMATION CONTACT: Signal Gold Inc. Kevin Bullock President and CEO (647) 388-1842 kbullock@signalgold.com Robert Dufour Chief Financial Officer (647) 921-7751 rdufour@signalgold.com SOURCE: Signal Gold Inc. View the original on accesswire.comBy Stephanie Lai and Hadriana Lowenkron, Bloomberg News Donald Trump says he is selecting venture capitalist David Sacks of Craft Ventures LLC to serve as his artificial intelligence and crypto czar, a newly created position that underscores the president-elect’s intent to boost two rapidly developing industries. “David will guide policy for the Administration in Artificial Intelligence and Cryptocurrency, two areas critical to the future of American competitiveness. David will focus on making America the clear global leader in both areas,” Trump said Thursday in a post on his Truth Social network. Trump said that Sacks would also lead the Presidential Council of Advisors for Science and Technology. In Sacks, Trump is tapping one of his most prominent Silicon Valley supporters and fundraisers for a prime position in his administration. Sacks played a key role in bolstering Trump’s fundraising among technology industry donors, including co-hosting an event at his San Francisco home in June, with tickets at $300,000 a head. He is also closely associated with Vice President-elect JD Vance, the investor-turned-Ohio senator. Sacks is a venture capitalist and part of Silicon Valley’s “PayPal Mafia.” He first made his name in the technology industry during a stint as the chief operating officer of PayPal, the payments company whose founders in the late 1990s included billionaire entrepreneur Elon Musk and investor Peter Thiel. After it was sold to eBay, Sacks turned to Hollywood, where he produced the 2005 satire Thank You for Smoking. Back in Silicon Valley, he founded workplace communications company Yammer, which was bought by Microsoft Corp. in 2012 for $1.2 billion. He founded his own venture capital firm, Craft Ventures, in 2017 and has invested in Musk-owned businesses, including SpaceX. Sacks said on a recent episode of his All-In podcast that a “key man” clause in the agreements of his venture firm’s legal documents would likely prevent him from taking a full-time position, but he might consider an advisory role in the new administration. A Craft spokeswoman said Sacks would not be leaving Craft. In his post, Trump said Sacks “will safeguard Free Speech online, and steer us away from Big Tech bias and censorship.” Protecting free speech is a keen interest of Sacks. He regularly speaks about “woke” interests that try to muzzle unpopular opinions and positions. The new post is expected to help spearhead the crypto industry deregulation Trump promised on the campaign trail. The role is expected to provide cryptocurrency advocates a direct line to the White House and serve as a liaison between Trump, Congress and the federal agencies that interface with digital assets, including the Securities and Exchange Commission and the Commodity Futures Trading Commission. Trump heavily campaigned on supporting crypto, after previously disparaging digital assets during his first White House term, saying their “value is highly volatile and based on thin air.” The president-elect on Thursday said Sacks would “work on a legal framework so the Crypto industry has the clarity it has been asking for, and can thrive in the U.S.” During the campaign, Trump spoke at a Bitcoin conference, accepted crypto campaign donations and met with executives from Bitcoin mining companies and crypto exchanges multiple times. Trump’s desire to give priority to the digital asset industry is also reflected in his close allies and cabinet selections, including his Commerce secretary pick, Howard Lutnick, and Treasury secretary nominee Scott Bessent. On the AI front, Sacks would help Trump put his imprint on an emerging technology whose popular use has exploded in recent years. Sacks is poised to be at the front lines in determining how the federal government both adopts AI and regulates its use as advances in the technology and adoption by consumers pose a wide array of benefits as well as risks touching on national security, privacy, jobs and other areas. The president-elect has expressed both awe at the power of AI technology as well as concern over the potential harms from its use. During his first term, he signed executive orders that sought to maintain US leadership in the field and directed the federal government to prioritize AI in research and development spending. As AI has become more mainstream in recent years and with Congress slow to act, President Joe Biden has sought to fill that void. Biden signed an executive order in 2023 that establishes security and privacy protections and requires developers to safety-test new models, casting the sweeping regulatory order as necessary to safeguard consumers. A number of technology giants have also agreed to adopt a set of voluntary safeguards which call for them to test AI systems for discriminatory tendencies or security flaws and to share those results. Trump has vowed to repeal Biden’s order. The Republican Party’s 2024 platform dismissed Biden’s executive order as one that “hinders AI Innovation, and imposes Radical Leftwing ideas on the development of this technology.” Sacks can be expected to work closely with Musk, the world’s richest person and one of the president-elect’s most prominent supporters. Musk is also a player in the AI space with his company xAI and a chatbot named Grok — efforts which pit him against Silicon Valley’s giants — and he stands to wield significant influence within the incoming administration. The appointment won’t require Sacks to divest or publicly disclose his assets. Like Musk, Sacks will be a special government employee. He can serve a maximum of 130 days per year, with or without compensation. However, conflict of interest rules apply to special government employees, meaning Sacks will have to recuse himself from matters that could impact his holdings. Sacks’s Craft Ventures is known more for enterprise software investing than for crypto, but it has made a few crypto investments, including BitGo and Bitwise. Still, Sacks has firm opinions on the sector. Speaking last month on All-In, Sacks praised a bill on crypto regulation that had passed in the U.S. House but not the Senate earlier this year. The Financial Innovation and Technology for the 21st Century Act would regulate certain types of digital assets as a commodity, regulated by the Commodity Futures Trading Commission. “The crypto industry basically wants a really clear line for knowing when they’re a commodity and they want commodities to be governed, like all other commodities, by the CFTC,” he said on the November podcast. He also disparaged some of the Securities and Exchange Commission’s positions on crypto under its chair, Gary Gensler. “The days of Gensler terrifying crypto companies,” he said. “Those days are about to be over.” Earlier this week, Trump nominated crypto advocate Paul Atkins to lead the SEC. With assistance from Zoe Ma, Bill Allison, Sarah McBride, Anne VanderMey and stacy-marie ishmael. ©2024 Bloomberg L.P. Visit bloomberg.com. Distributed by Tribune Content Agency, LLC.
Federal Court Ruling Brings Us One Step Closer To A TikTok BanRavens C Tyler Linderbaum, WR Rashod Bateman pop up on injury reportHeadaches, hurdles and heartbreak
The South Carolina women's basketball team has been defeated for the first time since March 31, 2023. The No. 1 Gamecocks fell Sunday in Los Angeles as Lauren Betts posted a double-double effort to lead No. 5 UCLA to a 77-62 triumph. The Gamecocks (5-1) suffered their first defeat after 43 consecutive victories, dating back to the loss to Iowa 77-73 in the NCAA Tournament semifinals. South Carolina defeated Iowa last season for the national championship. Betts finished with 11 points, a game-high 14 rebounds, four assists and four blocks to power the Bruins (5-0) to a historic victory. UCLA also got 15 points from Londynn Jones on 5-of-5 shooting from 3-point range, 13 points from Elina Aarnisalo and 11 each from Kiki Rice and Gabriela Jacquez. It's the first time UCLA has beaten South Carolina since 1981. The Bruins lost twice to the Gamecocks in the 2022-23 season, including in the Sweet 16 of the NCAA Tournament. Te-Hina Paopao had 18 points for South Carolina on 4-of-4 3-point shooting, while Tessa Johnson had 14 points. UCLA won the rebounding battle 41-34, marking the second time this season the Gamecocks have been outrebounded. South Carolina also got outscored in the paint 26-18. It's rare that a Dawn Staley-coached team -- units that typically revolve around dominant centers from A'ja Wilson to Aaliyah Boston to Kamilla Cardoso -- gets beat in the paint and on the glass, but with 6-foot-7 Betts, UCLA had the recipe to outmuscle the Gamecocks in those areas of the game. South Carolina never led after UCLA began the game with an 18-5 run, capped off by back-to-back 3-pointers from Jones. The Gamecocks cut the deficit to nine points in the second quarter, but the Bruins responded with a 17-5 run and entered halftime ahead by 21 points. Aarnisalo scored seven points during that run. From there, the Gamecocks never got within single digits of the lead in the second half. It's the first time in 21 tries that UCLA has beaten an AP-ranked No. 1 team. And it's the first time South Carolina lost a true road game since 2021, a streak of 33 games. The schedule doesn't get any easier for South Carolina. While UCLA faces UT Martin next on Friday, the Gamecocks play No. 8 Iowa State on Thursday. This article first appeared on Field Level Media and was syndicated with permission.Federal Court Ruling Brings Us One Step Closer To A TikTok Ban"Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum." Section 1.10.32 of "de Finibus Bonorum et Malorum", written by Cicero in 45 BC "Sed ut perspiciatis unde omnis iste natus error sit voluptatem accusantium doloremque laudantium, totam rem aperiam, eaque ipsa quae ab illo inventore veritatis et quasi architecto beatae vitae dicta sunt explicabo. Nemo enim ipsam voluptatem quia voluptas sit aspernatur aut odit aut fugit, sed quia consequuntur magni dolores eos qui ratione voluptatem sequi nesciunt. Neque porro quisquam est, qui dolorem ipsum quia dolor sit amet, consectetur, adipisci velit, sed quia non numquam eius modi tempora incidunt ut labore et dolore magnam aliquam quaerat voluptatem. Ut enim ad minima veniam, quis nostrum exercitationem ullam corporis suscipit laboriosam, nisi ut aliquid ex ea commodi consequatur? Quis autem vel eum iure reprehenderit qui in ea voluptate velit esse quam nihil molestiae consequatur, vel illum qui dolorem eum fugiat quo voluptas nulla pariatur?" 1914 translation by H. Rackham "But I must explain to you how all this mistaken idea of denouncing pleasure and praising pain was born and I will give you a complete account of the system, and expound the actual teachings of the great explorer of the truth, the master-builder of human happiness. No one rejects, dislikes, or avoids pleasure itself, because it is pleasure, but because those who do not know how to pursue pleasure rationally encounter consequences that are extremely painful. Nor again is there anyone who loves or pursues or desires to obtain pain of itself, because it is pain, but because occasionally circumstances occur in which toil and pain can procure him some great pleasure. To take a trivial example, which of us ever undertakes laborious physical exercise, except to obtain some advantage from it? But who has any right to find fault with a man who chooses to enjoy a pleasure that has no annoying consequences, or one who avoids a pain that produces no resultant pleasure?" 1914 translation by H. Rackham "But I must explain to you how all this mistaken idea of denouncing pleasure and praising pain was born and I will give you a complete account of the system, and expound the actual teachings of the great explorer of the truth, the master-builder of human happiness. No one rejects, dislikes, or avoids pleasure itself, because it is pleasure, but because those who do not know how to pursue pleasure rationally encounter consequences that are extremely painful. Nor again is there anyone who loves or pursues or desires to obtain pain of itself, because it is pain, but because occasionally circumstances occur in which toil and pain can procure him some great pleasure. To take a trivial example, which of us ever undertakes laborious physical exercise, except to obtain some advantage from it? But who has any right to find fault with a man who chooses to enjoy a pleasure that has no annoying consequences, or one who avoids a pain that produces no resultant pleasure?" Thanks for your interest in Kalkine Media's content! To continue reading, please log in to your account or create your free account with us.
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Mike McDaniel stepped in to keep Dolphins from trading veteran DT Calais Campbell to RavensThe comments from Adams, the top Democrat in one of the country's most liberal cities, riled critics who have grown concerned over the mayor's increasing willingness to throw his support behind Trump and his hardline immigration policies. Adams, who faces federal corruption charges , was a registered Republican in the 1990s and early 2000s but has spent his political career as a Democrat. In a Friday morning interview with the local cable news station NY1, Adams was asked if he would consider a return to the GOP. The Democrat appeared to leave open the possibility of a switch. “The party that’s the most important for me is the American party,” he said. “I’m a part of the American party. I love this country. This is the home of the free, the land of the brave.” In another interview about a half-hour later on PIX11, Adams said he would run for reelection as a Democrat but still appeared to leave some wiggle room for his future. “So no matter what party I’m on or vote on, I’m going to push for the American values," he said. "And I think America has told us, stop the squabbling, leaders, and start leading us out of the crisis that we’re facing.” Adams won office on a centrist platform and has spent significant time as mayor quarreling with the progressive wing of his party. But his rhetoric has taken a noticeable rightward turn in the weeks since Trump's election victory, particularly on immigration, with Adams boosting the president-elect's platform and appearing enthusiastic about the incoming administration. Rather than restricting cooperation with Immigration and Customs Enforcement, as he once promised, Adams recently expressed a willingness to roll back the city’s so-called sanctuary policies, and he plans to meet with Trump’s top border official over concerns about what the mayor said was the “rising illegal alien crime rate in New York City.” He has also praised those in Trump’s orbit, including Elon Musk, who has claimed falsely that Democrats are illegally “importing” migrants to garner votes. “This is a racehorse that wanted to run its right pace and we’ve been holding back that racehorse out of fear of being canceled,” Adams said of the country Tuesday. “And now you have a bunch of people who are not afraid of being canceled.” The shift comes as Adams is trying to fight off an indictment on federal corruption charges while governing the city and gearing up to run for a second term. Adams has pleaded not guilty in his criminal case, in which he has been accused of accepting free or discounted overseas trips and illegal campaign contributions from people looking to gain his influence, including people connected to Turkey or the Turkish government. Adams’ critics have seized on his recent comments about the Trump administration as a move toward self-preservation, accusing the mayor of cozying up to the next president in an effort to secure a pardon in his corruption case. “Eric Adams continues to sound more like he is auditioning for a job in right-wing media than running for reelection in a Democratic primary,” said Zohran Mamdani, a state assembly member who is challenging against Adams in the mayoral primary. “Eric Adams is in City Hall because Democratic voters sent him there. To serve his own narrow self-interests, he is clearly prepared to betray them.” Zellnor Myrie, a state senator who is also challenging Adams in the primary, said “at a time when the Republican Party has never been more out of line with New York values, we need a mayor who isn’t scared to call himself a Democrat.” “Instead of playing footsie with the next president, we need a mayor with the courage to stand up for our city,” Myrie wrote on X. Adams on Friday did distance himself from the Trump administration's potential plans to carry out mass deportations, saying, “You know, I’m not for mass deportation, but I’m not for mass saturation.” Still, the mayor's recent remarks are a major departure from his stance before he took office. In June of 2021, a few weeks before winning the Democratic mayoral primary, Adams spoke to a room full of immigrant New Yorkers about the challenges facing city residents who are in the country illegally. “Too many of our neighbors live in the shadows,” he said at the time, “scarred by the abusive rhetoric and tactics of the Trump era and fearing a denial of their rights.” Izaguirre reported from Albany.The Obama Democracy Forum kicks off Thursday in Chicago. The goal is to bridge the political divide and get people talking about issues together. The former president, along with actor Ryan Reynolds and country music singer Reyna Roberts, will be speaking. Obama Foundation CEO and longtime Barack Obama senior advisor Valerie Jarrett spoke with Scripps News about what to expect from the conference. "Part of what we're doing [Thursday] is inviting leaders in the community who can take these tools back to their local communities and help the people on the ground who are feeling helpless in this situation," Jarrett said. "I do think there is a hunger around our country and around the world to focus on what we have in common, to avoid the kind of polarization that we're seeing, to talk to each other in a way that's respectful, to disagree and have hard conversations without letting them break down into acrimony." RELATED STORY | South Korean parliament defies president by lifting declaration of martial law Jarrett also discussed recent threats to democracy, including in South Korea, where President Yoon Suk Yeol briefly declared martial law in an attempt to eliminate "anti-state" forces alleged to be sympathizing with North Korea. "We take a long view. We look at this as a way of building confidence in leaders that are moving forward, that will be leaders of tomorrow. They'll be confident because they'll have the necessary tools to avoid the kind of friction and combativeness that we are seeing all too often," Jarrett said. Watch the full interview with Jarrett in the video above.TORONTO, ON / ACCESSWIRE / December 6, 2024 / Signal Gold Inc. ("Signal Gold" or the "Company") (TSX:SGNL)(OTCQB:SGNLF) is pleased to announce that the shareholders of the Company ("Shareholders") have overwhelmingly approved the special resolutions authorizing the plan of arrangement of the Company under the Business Corporations Act (Ontario) (the "Arrangement") and a related private placement, at the special meeting of Shareholders held earlier today (the "Meeting"). Pursuant to the Arrangement, previously announced on October 10, 2024, NexGold Mining Corp. ("NexGold") will acquire all the issued and outstanding common shares of Signal Gold to create a top near-term gold developer advancing NexGold's Goliath Gold Complex Project in Northern Ontario and the Goldboro Project in the historic Goldboro Gold District in Nova Scotia. The purpose of the Meeting was to consider and vote upon the Arrangement Resolution authorizing the Arrangement and approving the transactions contemplated in the arrangement agreement dated October 9, 2024 between Signal Gold and NexGold, pursuant to which, among other things, NexGold will acquire all of the issued and outstanding common shares of the Company by way of a court-approved plan of arrangement, and in exchange, Shareholders will be entitled to receive 0.1244 of a common share of NexGold for each common share of Signal Gold held. In approving the Arrangement Resolution, Shareholders also approved the Debt Restructuring (as described in the management information circular of Signal Gold dated November 5, 2024). At the Meeting, an ordinary resolution was also considered and voted on with respect to a Private Placement Resolution, authorizing and approving, among other things, the issuance by Signal Gold of common shares in connection with a non-brokered private placement of up to 120,075,840 subscription receipts of Signal Gold ("Subscription Receipts"), at a price of $0.08705 per Subscription Receipt for aggregate gross proceeds of up to $10,452,601.87 (the "Private Placement"). Prior to the completion of the Arrangement, Signal Gold may exercise its option to issue up to an additional 6,003,792 Subscription Receipts for additional gross proceeds of up to $522,630.10. A total of 126,970,057 common shares were represented in person or by proxy at the Meeting, representing approximately 49.779% of the issued and outstanding common shares of Signal Gold. Approval of the Arrangement For the Arrangement to proceed, the Arrangement Resolution required the approval of at least two-thirds (662⁄3%) of the votes cast at the Meeting, by the Shareholders attending in person or voting by proxy, and a simple majority of the votes cast on the Arrangement Resolution by Shareholders present or represented by proxy at the Meeting, excluding, for this purpose, votes attached to shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. At the Meeting, the Arrangement Resolution was overwhelmingly approved by 121,602,757 votes cast at the Meeting, representing approximately 95.773% of the shareholders present in person or represented by proxy at the Meeting. The Arrangement Resolution was also approved by 95.501% of the Shareholders present in person or represented by proxy at the Meeting, excluding, for this purpose, votes attached to shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. Accordingly, the Shareholder approval required to proceed with the Arrangement has been obtained. Private Placement Financing For the Private Placement to proceed, the Private Placement Resolution must be approved by a simple majority of the votes cast by Shareholders present. At the Meeting, the Private Placement Resolution was overwhelmingly approved by 121,562,732 votes cast at the Meeting, representing approximately 95.741% of the shareholders present in person or represented by proxy at the Meeting. Accordingly, the Shareholder approval required in order to proceed with the Private Placement has been obtained. Transaction Update Having obtained the requisite approval of the Arrangement Resolution and Private Placement Resolution at the Meeting, the parties are continuing to work diligently towards closing the Arrangement. The Arrangement is expected to become effective on December 13, 2024, subject to, among other things, the Company obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on December 11, 2024. Following the completion of the Arrangement, it is expected that the Signal Gold shares will be delisted from the TSX and OTCQB. Further details regarding the Arrangement and on the above matters are set out in the management information circular of Signal Gold dated November 5, 2024, which is available on SEDAR+ (www.sedarplus.ca) under Signal Gold's issuer profile. For detailed voting results on each resolution, please refer to the Company's Report of Voting Results filed on SEDAR+ at www.sedarplus.com . ABOUT SIGNAL GOLD Signal Gold is advancing the Goldboro Gold Project in Nova Scotia, a significant growth project subject to a positive Feasibility Study which demonstrates an approximately 11-year open pit life of mine ("LOM") with average gold production of 100,000 ounces per annum and an average diluted grade of 2.26 grams per tonne gold. (Please see the ‘NI 43-101 Technical Report and Feasibility Study for the Goldboro Gold Project, Eastern Goldfields District, Nova Scotia' on January 11, 2022, for further details). On August 3, 2022, the Goldboro Project received its environmental assessment approval from the Nova Scotia Minister of Environment and Climate Change, a significant regulatory milestone, and the Company has now submitted all key permits including the Industrial Approval, Fisheries Act Authorization and Schedule II Amendment, and the Mining and Crown Land Leases. The Goldboro Project has significant potential for further Mineral Resource expansion, particularly towards the west along strike and at depth, and the Company has consolidated 27,200 hectares (~272 km2) of prospective exploration land in the Goldboro Gold District. FORWARD-LOOKING STATEMENTS This news release contains "forward-looking information" within the meaning of applicable Canadian and United States securities legislation, including, but not limited to, the timing of the hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement and the timing of the completion of the Arrangement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Signal Gold to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current production, development and exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of resources, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Signal Gold's annual information form for the year ended December 31, 2023, available on www.sedarplus.ca . Although Signal Gold has attempted to identify important factors, assumption and risks that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors, assumptions and risks that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Signal Gold does not undertake to update any forward-looking information, except in accordance with applicable securities laws. This news release has been reviewed and approved by Kevin Bullock, P. Eng., President and CEO with Signal Gold Inc., a "Qualified Person", under National Instrument 43-101 Standard for Disclosure for Mineral Projects. FOR ADDITIONAL INFORMATION CONTACT: Signal Gold Inc. Kevin Bullock President and CEO (647) 388-1842 kbullock@signalgold.com Robert Dufour Chief Financial Officer (647) 921-7751 rdufour@signalgold.com SOURCE: Signal Gold Inc. View the original on accesswire.com
Mocked at the Covid inquiry... hardly the swansong Hancock envisaged
