CAUTION REGARDING FORWARD LOOKING INFORMATION AND OTHER MATTERS
The information contained in this communication does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities and corporate laws. Although Sprott Asset Management(“Sprott”) has submitted an application (the “Application”) to the Court of Queen’s Bench of Alberta (the “Court”) to formally commence proceedings for the purposes of calling and holding a special meeting of Central Fund of Canada Limited (“CFCL”) shareholders to consider a proposed plan of arrangement (the “Arrangement”), the interim order of the Court has not yet been granted, there is currently no record date or meeting date set for such meeting and CFCL shareholders are not being asked to execute a proxy in favour of the matters set forth in this website at this time. If the interim order is granted, Sprott intends to file an information circular in due course in compliance with applicable law. Notwithstanding the foregoing, Sprott is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with securities laws applicable to public broadcast solicitations.
This website and any solicitation made by Sprott in advance of any CFCL shareholder meeting will be made by Sprott and not by or on behalf of the management or the directors of CFCL. Sprott may engage a solicitation agent to make any such solicitations. All costs incurred for any solicitation will be borne by Sprott, provided that, subject to applicable law, Sprott may seek reimbursement from CFCL of Sprott`s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful result at any meeting of shareholders of CFCL.
As noted above, Sprott is not hereby soliciting proxies in connection with any CFCL shareholder meeting and shareholders are not being asked at this time to execute proxies in favour of the matters set forth in this communication. Any proxies solicited by Sprott will be solicited in accordance with applicable laws, including pursuant to an information circular sent to CFCL shareholders after which solicitation may be made by or on behalf of Sprott, by mail, telephone, fax, email or other electronic means, by public announcement and in person by representatives of Sprott or proxy advisors retained by Sprott. Any proxies solicited by Sprott in connection with any CFCL shareholder meeting may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law as may be provided in the interim order of the Court.
None of Sprott or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at a meeting of CFCL shareholders other than as set forth in this communication.
CFCL`s registered office address is 3300, 421 – 7th Avenue S.W., Calgary, Alberta, Canada T2P 4K9.
Certain statements and other information included in this communication constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable Canadian and United States securities legislation. Forward-looking information includes information that relates to, among other things, the intentions of Sprott and future financial and operating performance and prospects, statements with respect to the anticipated timing of any meeting of the shareholders of CFCL, the terms, the mechanics and completion of the proposed Arrangement, the value of the units of the proposed New Sprott Trust received as consideration under the Arrangement, reasons to vote in favour of the Arrangement, the purposes of the Application and the Arrangement, Sprott’s ability to complete the transactions contemplated by the Arrangement, and Sprott’s objectives, strategies, intentions, expectations and guidance and future financial and operating performance including with respect to the proposed New Sprott Trust. Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that Sprott identified and applied in drawing conclusions or making forecasts or projections set out in the forward-looking information include, but are not limited to, the execution of business and growth strategies, including the success of investments and initiatives; no significant and continuing adverse changes in general economic conditions or conditions in the financial markets; the acquisition of substantially all of the assets and liabilities of CFCL; that all required Court, regulatory and stock exchange approvals for the CFCL shareholder meeting and the Arrangement will be obtained and all other conditions to completion of the Arrangement will be satisfied or waived. The risks, uncertainties, contingencies and other factors that may cause actual results to differ materially from those expressed or implied by the forward-looking information may include, but are not limited to general global economic, market and business conditions; and Court, regulatory and stock exchange requirements. Should one or more risk, uncertainty, contingency or other factor materialize or should any factor or assumption prove incorrect, actual results could vary materially from those expressed or implied in the forward-looking information. Accordingly, the reader should not place undue reliance on forward-looking information. Sprott does not assume any obligation to update or revise any forward-looking information after the date of this news release or to explain any material difference between subsequent actual events and any forward-looking information, except as required by applicable law.
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