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August 2018


Highvista Gold Inc. Provides Asset Purchase Agreement Update in Connection with its Reverse Takeover and Change of Business Transaction


Toronto, Ontario–(Newsfile Corp. – August 2, 2018) – Highvista Gold Inc. (TSXV: HVV) (“Highvista” or the “Company”) wishes to announce that its asset purchase agreement (the “Asset Purchase Agreement“) with Prince Arthur Capital Corporation (“PAC“) has been amended to reflect the extended closing of the transaction to November 30, 2018, and the acquisition of 100% of one (1) leased property located in Windsor, Ontario, (the “Windsor Property“) instead of the previously announced three (3) properties in Windsor, Ontario. The Board determined upon review that a focus on the one (1) fully-leased property alleviated any potential development/pre-leasing concerns associated with the additional two (2) development properties and ensured there were no non-medical uses for the acquired buildings which better matched the objectives of the Company to maximize shareholder value. The consideration payable to PAC for the Windsor Property has also been amended to be 10,800,000 common shares of Highvista at a deemed value of $0.15 per share and the assumption of mortgage obligations of $2,680,000. No preferred shares will now be issued to PAC.

The Board has also determined that, as an additional alternative to the Spin-Out transaction, the Company may also seek to complete a sale of the Mexican operations or assets or another divestiture to a third party.

The Company also announces that the pricing of the Concurrent Financing has been amended. The Concurrent Financing will now raise aggregate gross proceeds of up to a maximum $3,000,000 through the issuance of up to 20,000,000 Highvista units (the “Units”) at a price of $0.15 per Unit. Each Unit will be comprised of one (1) common share of Highvista and one (1) common share purchase warrant of Highvista (a “Warrant”). Each Warrant will entitle the holder to acquire one (1) common share of Highvista for a period of 36 months from the date of the issuance of the Warrant, at an exercise price of $0.20 per share. The Concurrent Financing shall close on or before the Closing of the Transaction in a minimum gross aggregate amount sufficient to obtain TSXV approval of the Transaction.

PAC is an “affiliated entity” used to facilitate the acquisition of the Windsor Property. The transaction will constitute a Change of Business from mineral exploration to an investment company and a Reverse Takeover transaction under the rules of the TSX Venture Exchange (the “TSXV“)(the “Transaction“).

As part of its previously announced Change of Business, the primary areas of the investment focus of Highvista will be providing investment solutions for government-funded entities, such as hospitals and legions, regarding their facilities and related services and infrastructure. The Company will be making medically-oriented property and other infrastructure and healthcare-oriented “social infrastructure investments” its main focus.

To the knowledge of the directors and officers of Highvista and PAC, as of the Closing of the Transaction, PAC is the only person who is anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over the common shares of Highvista carrying more than 10% of the votes attached to such common shares.

The trading of common shares of Highvista has been halted and will remain halted pending receipt by the TSXV of certain required materials from Highvista and until Highvista engages a sponsor or a sponsorship exemption is granted. The Company intends to apply for an exemption from the sponsorship requirements of the TSXV in connection with the Transaction. There is no assurance that such sponsorship exemption will be granted or be granted on terms satisfactory to the parties.

The Transaction is a “related party transaction” within the meaning of Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions (“MI 61-101“), as Gerald P. McCarvill, a director, officer and shareholder of the Company, is also a director, officer and sole shareholder of PAC. As a consequence, the Transaction is subject to minority shareholder approval requirements.

Further details of the Transaction will be provided in the Company’s information circular which it plans to deliver to Shareholders of the Company for its upcoming next Annual and Special Meeting.

About Highvista

Highvista indirectly owns 100% of a Mexican subsidiary that controls various mining properties in Sonora, Mexico. Its properties are located in the Sonoran Gold Belt, with the Canasta Dorada Gold Project located immediately adjacent to Alamos Gold’s El Chanate Mine (“Alamos“). Details of Highvista’s Canasta Dorada Project can be viewed at the Company’s website at

Reader Advisory

Completion of the transaction described herein is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable, disinterested shareholder approval.

Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

This news release may contain forward-looking statements based on assumptions, uncertainties and management’s best estimate of future events. Actual events or results could differ materially from the Company’s expectations and projections. Investors are cautioned that forward-looking statements involve risks and uncertainties. Accordingly, readers should not place undue reliance on forward-looking statements. When used herein, words such as “anticipate”, “will”, “intend” and similar expressions are intended to identify forward-looking statements. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to Highvista Gold Inc.’s filings with Canadian securities regulators available on or the Company’s website at

For further information, please contact:

Highvista Gold Inc.

Paul Crath, President and Chief Executive Officer
Tel: (416) 504-4128
Fax: (416) 504-4129