September 15, 2016
Sona and Skeena Announce Closing of Arrangement Following Receipt of Final Order
Vancouver, BC (September 15, 2016) Skeena Resources Limited (“Skeena”) (TSX.V: SKE) and Sona Resources Corp. (“Sona”) (TSX.V: SYS) are pleased to announce the completion of the previously announced arrangement agreement (the “Agreement”), (see news release dated Sept. 9, 2016) that combines their respective companies by way of a statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the “Transaction”), under which Skeena acquired all of the outstanding common shares of Sona (“Sona Shares”) in exchange for common shares of Skeena (“Skeena Shares”).
Under the terms of the Agreement, Skeena acquired each outstanding Sona Share in exchange for 0.5111 of one Skeena Share (the “Exchange Ratio”), representing a value of 4.6 cents per share based on the closing price of Skeena on the TSX Venture Exchange (“TSXV”) on June 24, 2016. This represents the 20-day volume weighted average (“VWAP”) trading price on the TSXV and a 30.4% premium on the three-month VWAP for an aggregate value to Sona shareholders of $1,344,307. The holders of Sona stock options who did not exercise such options prior to the effective time of the Arrangement, received stock options of Skeena entitling the holder thereof to acquire 0.5111 of common shares of Skeena for each common share of Sona the holder would have otherwise been entitled to acquire.
Skeena Shares are to continue to trade on the TSXV, while Sona Shares will be delisted from the TSXV and an application will be made for Sona to cease to be a reporting issuer.
Skeena Corporate – Eilat Receives Court Approval for Sale of Skeena Shares
Pursuant to the terms of a June 8, 2016 court order, Eilat Exploration Ltd. (“Eilat”), as one of the vendors of the Spectrum property and as an insider of Skeena, was required to obtain court approval with respect to the sale of any common shares of Skeena held by Eilat. On July 28, 2016, Eilat entered into an agreement with Maineks to sell a block of 57.6 million shares owned by Eilat to Maineks Ltd. (“Maineks”) at a price of $0.155 per share (the “Transaction”).Maineks is a Ukrainian company whose sole shareholder is Moisieiev Eduard Vitaliiovych, a Ukrainian resident.Its sole director is Sergii Sergiiovych Roshka, also a Ukrainian resident.
On September 5, 2016, Eilat applied for court approval for the Transaction.On September 9, 2016, a judge of the British Columbia Supreme Court (the “Court”) approved of the Transaction, finding that Maineks was a bona fide third party purchaser of the shares held by Eilat and was not owned or controlled by Eilat or its principal, Rod Salinger.Skeena believes that the Maineks transaction was completed on September 12 or 13, 2016. The details of the Transaction were provided in Mr. Salinger’s affidavit dated September 5, 2016 provided in connection with obtaining the Court order for the sale of shares held by Eilat.
Skeena Resources Limited is a junior Canadian mining exploration company focused on developing prospective base and precious metal properties in the Golden Triangle region of northern British Columbia, Canada. The Company’s primary activities are the evaluation and development of the Spectrum gold project and adjacent GJ copper-gold project as well as exploration on the recently optioned past-producing Snip gold mine, acquired from Barrick Gold Corp. Skeena’s management includes a highly experienced team of mine-finders, including Ron Netolitzky, Chairman of the Board.
About Sona Resources Corp.
Sona’s primary asset is the past-producing underground Blackdome gold mine, located in the Clinton Mining District in southwestern British Columbia. From 1986 to 1989 Blackdome produced 225,000 ounces of gold from a low-sulphidation, gold-and-silver-rich epithermal vein system at a head grade of 20 grams per tonne Au. Blackdome includes a permitted 300 tonne-per-day conventional gravity separation and flotation mill and tailings facility, a large land package, in addition to a series of known mineralized veins with excellent year-round exploration potential. Additionally, Sona has an option to acquire a 100% interest in the adjacent Elizabeth gold prospect. In 2010, Micon International Limited completed a Preliminary Economic Assessment on behalf of Sona (available on SEDAR under Sona’s profile) based on the combined resources from both Elizabeth and Blackdome, under a proposal to truck ore to the Blackdome mill for processing.
The technical information contained in this news release has been reviewed and approved by Rupert Allan, P.Geol., Skeena’s Vice President of Exploration, and a Qualified Person as defined by National Instrument 43-101.
On behalf of the Board of Directors of Skeena Resources Limited,
Walt Coles Jr.
President & CEO
Cautionary Statement Regarding Forward-Looking Information
This news release contains forward looking statements relating to the timing and anticipated receipt of required regulatory and court approvals for the Arrangement; the ability of Skeena and Sona to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing of the closing of the Arrangement. Forward looking statements are often identified by terms such as “will”, “may”, “should”, “intends”, “anticipates”, “expects”, “plans” and similar expressions. All statements other than statements of historical fact, included in this release are forward looking statements that involve risks and uncertainties. These risks and uncertainties include, without limitation, the risk that the transaction may not close when planned or at all or on the terms and conditions set forth in the arrangement agreement entered into by Sona and Skeena; the failure to obtain the necessary court, regulatory and other third party approvals required in order to proceed with the transaction. There can be no assurance that any forward looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.
Neither Skeena nor Sona can guarantee that any forward looking statement will materialize and the reader is cautioned not to place undue reliance on any forward looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward looking statements contained in this news release are expressly qualified by this cautionary statement. The forward looking statements contained in this news release are made as of the date of this news release and the Company will only update or revise publicly any of the included forward looking statements as expressly required by Canadian securities laws.
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.
IRS Form 8937 for US-Holders of Sona shares
Further Information Contact: Walt Coles Jr., President & CEO or
Perri – Investor Relations, Manager
650, 1021 W. Hastings St. Vancouver, B.C., Canada V6E 0C3
(604) 684-8725 Fax: (604) 558-7695 Email: firstname.lastname@example.org
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