York Harbor Metals announces proposed spin-off of Nevada assets


VancouverYORK HARBOR METALS INC. (TSXV: YORK) (OTC Pink: YORKF) (FSE: 5DE0) (the “Company” or “York Harbour”) is pleased to announce its proposed plans to transfer to its shareholders all of its right, title and interest in and to its two mining properties located in the battle mountain District of Nevada, United Stateswhich are adjacent to Nevada Gold Mines LLC. projects.

The spin-out would allow York Harbor to continue as a single entity focused solely on its York Harbor Project in the Canadian Province of Newfoundland and Labradorwhile ownership and development of the Nevada assets would remain separate with Phoenix Gold Resources (Holdings) Ltd. (“Phoenix Gold”), a British Columbia society.

It is intended that the spin-off will be effected by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) and will be subject to regulatory approval, including the approval of the British Columbia Supreme Court (the “court”) and the TSX Venture Exchange (the “Stock Exchange”), as well as the approval by shareholders of at least two-thirds of the votes cast at a special meeting (the “Meeting”) of York Harbor shareholders expected to be held late in 2022. Full details of the Rotation-Out will be included in the management information circular sent to York Harbor shareholders in connection with the meeting. It is intended that York Harbor shareholders will be entitled to receive 0.15 common shares of Phoenix Gold for each common share of York Harbor held on the record date (the “Record Date”) for distribution of Shares under the Arrangement. No York Harbor options or warrants will entitle holders to receive shares or convertible securities of Phoenix Gold except to the extent that such holders exercise such options or warrants, as the case may be, to acquire Common Shares. of York Harbor prior to the Record Date. There would be no change in shareholders’ holdings in York Harbor as a result of the Arrangement. Upon receipt of spin-off approval from York Harbor shareholders and the Court, York Harbor’s Board of Directors will trigger a date for Phoenix Gold to complete an equity financing and file for listing on the Canadian Stock Exchange. securities or another stock exchange Canada.

York Harbor’s board of directors has determined that the contemplated arrangement would be in the best interests of the company and its shareholders and stakeholders. Among other things, separating the Nevada assets into a separate public corporation would allow financial markets to assign value to the assets independently of other properties. Additionally, the transaction will also allow York Harbor management to focus its efforts on the development of its flagship high-grade Cu-Zn York Harbor property.

About York Harbor

York Harbor Metals Inc. is a mining exploration and development company that has focused on its copper-zinc-silver business York Harbor Projectwhich is a mining property located approximately 27 km from Corner Brook, Newfoundland. In 2022, the Company plans to continue drilling the lateral and deep reaches of main mine and testing the other massive sulphide targets, such as the No. 4 Brook showing, while focusing on access to the 400 level and sea level drifts.


Tel: +1-778-302-2257

Email: [email protected]

Web: www.yorkharbourmetals.com

Caution Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the prospects for economic recovery of mineral resources. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is planned”, “budget”, ‘expected’, ‘estimated’, ‘expects’, ‘intends’, ‘anticipates’ or ‘does not anticipate’, or ‘believes’, or variations of these words and phrases or states that certain actions, events or results ‘can’, ‘might’, ‘would’, ‘could’ or ‘will be taken’, ‘occur’ or ‘will be achieved’. Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of the Arrangement, the satisfaction of the terms of the Arrangement, the listing of Phoenix Gold on the Canadian Securities Exchange or to another stock exchange in the United States. Canadaand the effects of the Arrangement on York Harbor and Phoenix Gold and their shareholders or stakeholders.

Forward-looking statements are necessarily based on a number of assumptions which, although considered reasonable by management, are inherently subject to business, market and economic risks, uncertainties and contingencies that could cause actual results , actual performances or achievements materially different from those expressed. or implied by forward-looking statements, including that the conditions of the Arrangement have not been satisfied, the Arrangement has not been completed, the availability of funds, the results of financing and exploration activities, unforeseen costs, expenses or liabilities associated with the arrangement, interpretation of exploration results and other geological data, as well as unforeseen costs and expenses and other risks identified by York Harbor in its public filings on securities that could cause actual events to differ materially from current expectations. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be those anticipated, estimated or expected. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.


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