Amarillo files Management Information Circular for Meeting to approve acquisition by Hochschild

TORONTO, Feb. 03, 2022 (GLOBE NEWSWIRE) -- Amarillo Gold Corporation (“Amarillo” or the “Company”) (TSXV: AGC, OTCQB: AGCBF) has mailed and filed a management information circular (the “Circular”) and related materials (the “Meeting Materials”) for its special meeting (the “Meeting”) of shareholders (collectively, “Shareholders”) to be held at 11:00 a.m. (Eastern time) on March 1, 2022, in connection with the proposed acquisition (the “Transaction”) of Amarillo by Hochschild Mining PLC (“Hochschild”).

About the Meeting

Due to the ongoing public health concerns related to the COVID-19 pandemic, and to ensure the health and well-being of our Shareholders, employees, communities, and other stakeholders, the Meeting will be conducted virtually via live webcast online at https://meetnow.global/MJ6JNWH.

Registered Shareholders and duly appointed proxyholders will be able to vote in real time and ask questions at the Meeting by following the instructions set out in the Circular.

Beneficial Shareholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions.

Shareholders should closely review the Meeting Materials to ensure that they are able to cast their vote at and participate in the Meeting.

The Meeting Materials contain important information regarding the Transaction, how Shareholders can participate and vote at the Meeting, the background that led to the Transaction and the reasons for the unanimous determinations of the special committee of independent directors of the Company (the “Special Committee”) as well as the board of directors of the Company (the “Board”) that the Transaction is in the best interests of the Company and is fair to Shareholders.

Shareholders should carefully review all the Meeting Materials as they contain important information concerning the Transaction and the rights and entitlements of Shareholders thereunder. The Meeting Materials have been filed by the Company on SEDAR and are available under the Company’s profile at www.sedar.com.

Receipt of Interim Court Order

On January 27, 2022, Amarillo obtained an interim order (the “Interim Order”) from the Supreme Court of British Columbia (the “Court”) authorizing the holding of the Meeting and matters relating to the conduct of the Meeting. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution”) to approve an arrangement (the “Arrangement”), in accordance with the terms of an arrangement agreement (the “Arrangement Agreement”) entered into by the Company and Hochschild on November 29, 2021, pursuant to which Hochschild, through its subsidiary 1334940 B.C. Ltd. (the “Purchaser”), agreed to acquire all of the issued and outstanding Amarillo common shares (“Amarillo Shares”) that it does not already own by way of a statutory plan of arrangement (the “Plan of Arrangement”) under section 288 of the Business Corporations Act (British Columbia). Shareholders will also be asked to approve an omnibus equity incentive plan (the “Omnibus Plan”) for Lavras SpinCo (defined below).