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VANCOUVER, British Columbia, Dec. 16, 2024 (GLOBE NEWSWIRE) -- GoldHaven Resources Corp. (“GoldHaven” or the “Company”) (CSE: GOH) (OTCQB: GHVNF) (FSE: 4QS) provides an update, further to the execution of its amalgamation agreement (the “Amalgamation Agreement”) dated December 16, 2024 among Boa Gold Corp. (“Boa”), GoldHaven and 1516478 B.C. LTD. (“Subco”), a wholly owned subsidiary of GoldHaven, pursuant to which GoldHaven and Boa will combine their respective business by amalgamating Boa with Subco to form one company (“Amalco”, and collectively, the “Transaction”). Once the Transaction is effective, Amalco will become a wholly owned subsidiary of GoldHaven, all in the manner and subject to the terms and conditions of the Amalgamation Agreement.
Pursuant to the Amalgamation Agreement, GoldHaven will issue units (the “GoldHaven Units”) to the shareholders of Boa (“Boa Shareholders”) in exchange for their common shares of Boa (the “Boa Shares”) outstanding at the closing, on a two Boa Shares for one GoldHaven Unit basis. As of the date hereof, there are a total of 11,520,048 Boa Shares issued and outstanding, such that Goldhaven would issue a total of 5,760,024 GoldHaven Units to the Boa Shareholders upon closing of the Transaction.
Each GoldHaven Unit will consist of one common share in the capital of GoldHaven (each, a “GoldHaven Unit Share”) and one common share purchase warrant (each, a “GoldHaven Unit Warrant”), with each GoldHaven Unit Warrant exercisable to purchase one common share of GoldHaven (each, a “GoldHaven Unit Warrant Share”) at a price of $0.25 per GoldHaven Unit Warrant Share for a period of 24 months from the Closing Date.
The Transaction is subject to the policies of the Canadian Securities Exchange (“CSE”), the passing of a special resolution approving the Transaction at a special meeting of the Boa Shareholders and other customary closing conditions. The Company expects that the Transaction will be completed in Q1 2025.
50% of the GoldHaven Unit Shares will be restricted from resale for a period of four months from completion of the Transaction, while the remaining 50% will be restricted from resale for a period of six months from completion of the Transaction. The GoldHaven Unit Warrants (and any GoldHaven Unit Warrant Shares issued on exercise thereof) will be subject to resale restrictions expiring as to 25% on the Closing Date, and an additional 25% on each of the first three monthly anniversaries of the Closing Date.
About GoldHaven Resources Corp.
GoldHaven Resources Corp. is a Canadian junior exploration Company focused on acquiring and exploring highly prospective land packages in North America. The Company’s projects include the flagship Magno Project, a district-scale polymetallic property adjacent to the historic Cassiar mining district in British Columbia, and the Three Guardsman Project, which exhibits significant potential for copper and gold-skarn mineralization.