News Releases 2017
bellhaven copper & gold inc
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pdfMay 23, 2017158.66 KB

FOR IMMEDIATE RELEASE

BELLHAVEN SHAREHOLDERS APPROVE
ACQUISITION OF BELLHAVEN BY GOLDMINING

Vancouver, British Columbia – May 23, 2017, Bellhaven Copper and Gold Inc. (“BHV”) (TSX-V: BHV) is pleased to announce that at a special meeting of shareholders of BHV held earlier today (the “Meeting”) BHV shareholders voted in favour of the previously announced plan of arrangement (the “Arrangement”), pursuant to which, among other things, GoldMining Inc. (“GOLD”) will acquire all of the issued and outstanding common shares of BHV (“BHV Shares”). At the Meeting, approximately 99.95% of the votes cast by BHV shareholders were voted in favour of the Arrangement (99.87% after excluding the votes required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions for the purposes of determining minority approval for the Arrangement).

BHV is seeking a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on May 25, 2017.  In addition to the approval of the court, the Arrangement is subject to the satisfaction of other closing conditions customary in a transaction of this nature.  It is currently expected that, subject to receipt of all approvals, the transaction will close on or about May 29, 2017.  It is further anticipated that shortly after the completion of the Arrangement, the BHV Shares will be delisted from the TSX Venture Exchange and that applications will be filed for BHV to cease to be a reporting issuer under Canadian securities laws.

Details of the Arrangement and certain other matters are set out in the management information circular of BHV dated April 21, 2017 (the “Information Circular”).  A copy of the Information Circular and other meeting materials can be found under BHV’s profile on SEDAR at www.sedar.com.

About GoldMining Inc.

GoldMining Inc. is a public mineral exploration company focused on the acquisition and development of gold projects in Colombia and other regions of the Americas.  GoldMining Inc. is advancing its Titiribi Gold-Copper Project located in the Department of Antioquia, Colombia, its Cachoeira and São Jorge Gold Projects located in the State of Pará, northeastern Brazil, its Whistler Gold-Copper Project located in the State of Alaska, United States of America, and its Rea Uranium Project in the western Athabasca Basin in northeast Alberta, Canada.

About Bellhaven Copper and Gold Inc.

Bellhaven Copper and Gold Inc. is a Canadian-listed (TSX-V: BHV) exploration company exploring for gold and copper in Colombia.  Bellhaven’s flagship project is the La Mina gold-copper porphyry deposit in the Middle Cauca belt of Columbia.

For additional information, please contact:

Bellhaven Copper and Gold Inc.
Paul L. Zweng, CEO and Chairman
Telephone: (808) 377-1947
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Cautionary Note Regarding Forward-Looking Information

This press release contains “forward-looking information”, as such term is defined in applicable Canadian securities legislation that reflect the current views and/or expectations of BHV with respect to its business and future events, including expectations respecting the closing of the Arrangement.  Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the markets in which the companies operate, including that the parties will satisfy or waive all conditions required to complete the transactions under the Agreement, including receipt of all required regulatory approvals and that historical exploration results will be confirmed.  Investors are cautioned that all forward-looking statements involve risks and uncertainties, including: the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with BHV’s expectations, accidents, equipment breakdowns, title and permitting matters, labour disputes or other unanticipated difficulties with or interruptions in operations, fluctuating metal prices, unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future, any inability to realize upon expected synergies between GOLD’s and BHV’s projects and that the parties may not receive all required approvals or satisfy all conditions required under the Agreement.  These risks, as well as others, including those set forth in BHV’s filings with Canadian securities regulators, could cause actual results and events to vary significantly.   Accordingly, readers should not place undue reliance on forward-looking statements and information.  There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate.  BHV does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither 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 release.