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Vancouver, British Columbia – December 23, 2024 – Rottenstone Gold Inc. - CSE:SK - (“Rottenstone Gold” or the "Corporation") reports various corporate updates, as detailed herein.
Name Change Completed and New Trading Symbol
The Corporation reports that further to its prior corporate disclosure (see news release, 79 Resources Ltd. Announces Effective Date Expected for Corporate Name and Ticker Symbol Changes, dated December 17, 2024), the Corporation has successfully completed its name change (from 79 Resources Ltd. to Rottenstone Gold Inc.) and Rottenstone Gold’s common shares have now begun trading on the Canadian Securities Exchange (the “CSE”) under the symbol “SK”.
Annual Meeting Results
Rottenstone Gold is also pleased to announce that all resolutions (the “AGM Resolutions”) presented to shareholders at its recent Annual General Meeting held on December 20, 2024, in Vancouver, British Columbia (the “Meeting”), were duly passed and put into effect.
The AGM Resolutions were outlined in the Corporation's information circular dated November 5, 2024 (the "Meeting Circular"), with exception of an update regarding the appointment of the auditor (as below described).
At the Meeting, shareholders re-elected incumbent-directors Mr. Ryan Kalt and Mr. Brian Hearst to serve as directors on its Board of Directors, and a floor nomination of a new director, Mr. Antonio Carteri, was approved at the Meeting. No other parties were elected or stood as nominees at the Meeting. As a result of the Meeting, the Corporation’s Board of Directors now comprises itself as to Mr. Kalt (Chairman), Mr. Hearst (Independent Director) and Mr. Carteri (Independent Director).
In conjunction with the above, the Corporation is pleased to extend a warm welcome to Mr. Carteri as a new member of its Board of Directors. Mr. Carteri is a Professional Geoscientist registered in Saskatchewan with over 18 years of experience in resource exploration. He has significant hardrock expertise involving precious and base metals including with companies such as Hudbay Minerals, Claude Resources, Osisko Gold, Goldshore Resources and Dolly Varden Silver. Mr. Carteri holds a Bachelor of Science from the University of Regina.
As disclosed in the Meeting Circular distributed to shareholders, A Chan and Company LLP, Chartered Professional Accountant (the “Former Auditor”), was originally proposed for re-appointment. Subsequent to the issuance of the Meeting Circular, the Corporation’s Board of Directors appointed Adam Sung Kim Ltd., Chartered Professional Accountants, as the new auditor of the Corporation (the “Successor Auditor”), replacing the Former Auditor (see regulatory filing by the Corporation, Notice of Change of Auditor dated November 20, 2024, as available on SEDAR+). At the Meeting, the Successor Auditor was confirmed as the auditor of the Corporation for the ensuing year at a remuneration to be fixed by the Corporation’s Board of Directors.
Option Grant
Subsequent to the Meeting, and inclusive of recognizing appointments made there at, Rottenstone Gold reports that it has today granted an aggregate of 575,000 incentive stock options, having an exercise price of $0.11 per stock option, to certain officers, directors and consultants of the Corporation. The incentive stock options are exercisable for a period of 60 months, vest immediately and are subject to the policies of the CSE and the terms of the Corporation’s stock option plan.
Subsidiary Amalgamation
Rottenstone Gold also reports that it intends to complete a vertical amalgamation (the "Amalgamation") with its wholly owned subsidiary, Buck Gold Inc. (the “Subsidiary”), to be effective as of its fiscal year-end (December 31, 2024) pursuant to section 273 of the Business Corporations Act (British Columbia).
The Amalgamation is being completed to simplify the go-forward corporate structure of Rottenstone Gold and to reduce administrative costs. Customary in nature, the Amalgamation does not require shareholder approval.
No securities will be issued in connection with the Amalgamation and the Corporation’s share capital remains unchanged. All of the issued and outstanding shares of Subsidiary will be cancelled without any repayment of capital in respect of them and the assets, liabilities and obligations of the Subsidiary will be assumed by Rottenstone Gold. The Amalgamation does not have a material effect on the business or operations of the Corporation and Rottenstone Gold’s common shares will continue to be listed for trade on the CSE under the symbol “SK”.
New Website Address
In connection with the Corporation’s recent name change, Rottenstone Gold advises that its company website may now be found at www.rottenstonegold.com.
The Corporation anticipates that additional ordinary-course company materials will be readied and posted on its new website during the first quarter of 2025.
About Rottenstone Gold Inc. - CSE: SK
Rottenstone Gold is a Vancouver-based junior mining exploration company. Traded on the Canadian Securities Exchange under the symbol SK, the Corporation seeks to acquire, explore and develop mineral exploration projects. The Issuer is presently focused on its district-scale Rottenstone Project in Saskatchewan, as well as its Five Point Project in British Columbia. For additional information, please visit www.rottenstonegold.com.
The Corporation is subject to various risks and uncertainties, including those risks and uncertainties set out in public filings made by the Corporation, such public filings available through SEDAR+ (www.sedarplus.ca), as well as through the Corporation’s Disclosure Hall located on the CSE website.
On Behalf of the Board of Directors
Jordan Harris
Chief Executive Officer
Email: info@rottenstonegold.com
Tel: 604.687.2038
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Canadian securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words "anticipate," "expect," "suggest," "plan," "believe," "intend,", “intention” "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast" and other similar expressions are intended to identify forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties, including but not limited to any remaining risks or uncertainties associated with completion of the Amalgamation and/or matters therewith associated. Actual results may differ materially from those currently expected or forecast in such statements.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE Exchange) accepts responsibility for the adequacy or accuracy of this release.