News Release re: Castle Peak Leas Draft 1 (01078103).DOCX
NEWS RELEASE TSX.V: GPY September 2nd, 2015
NR 15-09
www.goldenpredator.com
Golden Predator Announces Board and Management Appointments; Provides Annual General Meeting and Corporate Update
Vancouver, BC, September 2nd, 2015: Golden Predator Mining Corp. (TSX.V: GPY) (the "Company" or "Golden Predator") is pleased to announce that previous Directors Dennis Fentie and Greg Hayes have rejoined the Company's Board of Directors effective August 31, 2015. In addition, the Board has reappointed Janet Lee-Sheriff as Chief Executive Officer and Greg Hayes as Acting Chief Financial Officer.
Following the appointments the Company has three directors: Dennis Fentie, Greg Hayes and Bradley Thiele. The Company anticipates that, having now met TSX Venture Exchange requirements with respect to board and management composition, the Company's shares will recommence trading on the TSX Venture Exchange at the opening of markets on Friday, September 4, 2015.
The Company also anticipates that the balance of the Company's directors who resigned August 20,
2015 (GPY NR15-08) will be re-elected at the Company's upcoming Annual and Special General Meeting of shareholders to be held this Friday, September 4, 2015.
The reinstatements follow the Company's successful negotiation with Till Capital Ltd. (NASDAQ: TIL; TSXV: TIL) ("Till") of amendments to the terms of Till's outstanding loan to the Company originally made in April 2014 in connection with the Company's acquisition of the Brewery Creek property (GPY NR15-
08).
Brewery Creek Promissory Note
The amended terms of the promissory note, which has an outstanding principal amount of CDN$3.7 million, provides for: a) an extended repayment schedule, with the first annual payment of CDN$500,000 made June 1, 2016 and subsequent annual payments of principal plus interest extending through to June 2019; b) return to the Company of the 0.5% net smelter royalty ("NSR") on the Brewery Creek project and a 1% NSR on the Sonora Gulch property originally granted to Till in connection with the loan; and c) a requirement that all principal and interest be paid in cash (not shares of Golden Predator). Interest will accrue on the outstanding principal amount at 6% per annum through to June 1,
2016, 8% per annum through to June 1, 2017, 10% per annum through to June 1, 2018 and 12%
thereafter. As security for repayment of the loan, the Company has granted Till a security interest in its
Brewery Creek and 3 Aces properties.
The amendment to the loan is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemption from the formal valuation requirement in section 5.5(b) of MI 61-
101 (as a result of its shares being listed on the TSX Venture Exchange) and the exemption from the minority approval requirement in section in section 5.7(f) of MI 61-101 (as a result of the transaction involving a loan without any equity component).
Annual General and Special Meeting
Till has agreed to withdraw its slate of Board nominees advanced on August 13th, 2015 (GPY NR15-08) and to vote all of the Company's Class A common shares held by it in support the Company's original slate of nominees proposed in the Company's Information Circular dated July 17th, 2015 and filed under the Company's profile on SEDAR.
Management nominees for the Board of Directors are as follows: William M. Sheriff
Dennis Fentie Piers McDonald Jesse Duke
Greg Hayes Bradley Thiele Barry Rayment
Meeting location and call-in information:
The Company's Annual and Special General Meeting with be held on Friday, September 4, 2015 at 11 am
(Vancouver time) at Suite 1600 - 925 W. Georgia Street, Vancouver, British Columbia.
Shareholders and interested persons are invited to attend the meeting by conference call using the following numbers:
Canada and USA (Toll Free) 1-877-385-4099
Vancouver (604) 899-2339
International + 800-8358-7111
Mexico Only: 001-800-514-0357 (in case of dial-in problems 1-403-232-0994) Participant Access Code: 2324751#
William Sheriff Resigns from Till Capital Board; Acquires 22% of Golden Predator
William Sheriff (former Chairman of Golden Predator) has resigned his position as Chairman and Chief Executive Officer of Till effectively immediately. In lieu of the cash settlement to which he is entitled under his employment contract with Till, Mr. Sheriff has elected to receive from Till 7,100,000 Golden Predator shares held by Till, comprising 22% of the outstanding Golden Predator shares. Mr. Sheriff now owns 8,534,000 shares (or 26.9%) of the Company. This arrangement reduces Till's ownership of Golden Predator to 37.3% from its previous 58.9% position. Additionally, Till has granted Mr. Sheriff two assignable options, each with a term of 18 months, to acquire the balance of Till's 11,812,154 Golden Predator shares.
Golden Predator Mining Corp.
Golden Predator Mining Corp. holds the Brewery Creek Project, a past producing heap leach gold mine with a preliminary economic assessment delivered in Q4 2014. The Company also holds the 3 Aces Gold Project in the Yukon, which it continues to delineate and test, and the Castle West Project in Nevada.
For additional information: Janet Lee-Sheriff
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward- looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.