California Gold Announces Postponement of Annual and Special Meeting of Shareholders

TORONTO, June 14, 2021 /CNW/ - California Gold Mining Inc. (CSE: CGM) ("California Gold") today announced that it is postponing its annual and special meeting of shareholders (the "Meeting") to June 29, 2021 at 4:30 p.m. ET to provide its shareholders with additional time to vote on the proposals submitted for shareholder approval at the Meeting (the "Arrangement") with Stratabound Minerals Corp. ("Stratabound"). As of the prior proxy deadline, approximately 26.5 million shares representing 62.44% of the total California Gold shareholders have voted in favor of the Arrangement and approximately 16 million shares representing 37.56% of the total California Gold shareholders have voted against the Arrangement. However, approval of the Arrangement requires the affirmative vote of at least two-thirds (66 2/3%) of the votes cast in respect of the resolution at the Meeting in person or by proxy by the California Gold shareholders.

Larry Phillips, California Gold's Interim President, Chief Executive Officer, and Director, commented:

"The entire California Gold board continues to believe the Arrangement is in the best interest of all shareholders. The proposed Arrangement with Stratabound is the culmination of several months of careful analysis of value-enhancing opportunities together with our financial advisor Red Cloud Securities Inc., which led to a thoughtful process that involved 86 potential investors and potential strategic buyers. The pro forma company will be well-capitalized with a strong net cash position, shareholder base and  team in place to advance the flagship Fremont Gold project for the benefit of both Stratabound and California Gold shareholders. After careful consideration, the board has taken the decision to postpone the meeting in order to understand the concerns of those shareholders opposing the Arrangement as well as to provide additional time for all shareholders who have not voted to fully assess the merits of the Arrangement as disclosed in publicly available information."

The record date for determining the shareholders eligible to vote at the Meeting will remain the close of business on May 12, 2021. Shareholders who have already submitted a proxy do not need to vote again for the postponed Meeting.

Of particular importance, California Gold's board of directors strongly recommends that all shareholders to vote "FOR" the Arrangement.

California Gold shareholders as of close of business on May 12, 2021 who have not voted are encouraged to vote online at www.proxyvote.com. The updated proxy voting deadline to vote is June 25, 2021 at 4:30 p.m. Eastern time. California Gold shareholders who require assistance with voting their shares or have questions may contact the California Gold by email at [email protected].

Shareholders who have already submitted proxies and want to change their proxy can update their vote at any time before the votes are cast at the Meeting. Your vote will be recorded at the Meeting in accordance with your most recently submitted proxy.

California Gold Meeting

The annual and special meeting of shareholders of California Gold is now scheduled for 4:30 p.m. ET on Tuesday, June 29, 2021 electronically via live audio webcast.

Additional information concerning the Arrangement can be found in California Gold's information circular (the "Information Circular") dated May 17, 2021. An electronic copy of the Information Circular is available under California Gold's profile on SEDAR at www.sedar.com.

ABOUT STRATABOUND

Stratabound Minerals Corp. (TSXV: SB) is a well funded Canadian exploration and development company focused on gold exploration at its flagship Golden Culvert Project, Yukon Territory and its new McIntyre Brook Project, New Brunswick, Canada. The Company also holds a significant land position that hosts three base metals deposits in the Bathurst base metals camp of new Brunswick featuring the Captain Copper Cobalt Gold Deposit that hosts an NI 43-101 Measured and Indicated Resource.

ABOUT CALIFORNIA GOLD

California Gold Mining Inc.'s flagship Fremont gold project located in Mariposa County, California lies within California's prolific Mother Lode Gold Belt.

FORWARD LOOKING INFORMATION

Certain information contained in this news release constitutes forward looking information. All information other than information of historical fact is forward looking information. The use of any of the words "intend", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "would", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information. More particularly, this news release contains statements concerning the timing and receipt of the final order to the Arrangement and the expected closing date of the Arrangement. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this news release should not be unduly relied upon.

The forward looking information provided in this news release is based upon a number of material factors and assumptions including, without limitation, the timely receipt of court approval and the satisfaction or waiver of other closing conditions in connection with Arrangement.

Forward looking information is subject to a number of risks and other factors that could cause actual results and events to vary materially from that anticipated by such forward looking information. In particular, the completion of the Arrangement is subject to a number of risks including, without limitation, (a) that court approval may not be obtained in the timeline or on the terms currently anticipated or at all; and (b) that the Arrangement is subject to a number of closing conditions and no assurance can be given that all such conditions will be met or will be met in the timelines required by the arrangement agreement dated April 20, 2021 between Stratabound and California Gold. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive.

The forward looking information included in this news release is expressly qualified by this cautionary statement and is made as of the date of this news release. Neither Stratabound nor California Gold undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE California Gold Mining Inc.

California Gold, Larry Phillips, President, CEO, [phone] x 333, [email protected]