/NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES/

 

Canadian Dollars unless otherwise noted

 

VANCOUVER, May 14, 2019  Atlantic Gold Corporation (TSX-V: AGB) ("Atlantic" or the "Company") is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with St Barbara Ltd. (ASX: SBM) ("St Barbara"), signed on May 14, 2019, pursuant to which St Barbara will acquire 100% of all issued and outstanding shares of Atlantic by way of Plan of Arrangement (the "Transaction"). Under the terms of the Transaction, Atlantic shareholders will receive C$2.90 in cash per Atlantic share held plus shares in a company ("SpinCo") that holds Atlantic's interests in Velocity Minerals Ltd. (TSX-V: VLC) ("Velocity"), which will be distributed to Atlantic shareholders on a pro-rata basis following completion of the Transaction.

 

The C$2.90 per share cash consideration implies a total equity value for Atlantic of approximately C$7221million and a total enterprise value of C$8022 million. SpinCo implies additional consideration of approximately C$12 million to Atlantic shareholders, or approximately C$0.05 per Atlantic share, for total cash plus SpinCo consideration of approximately C$2.95 per share. The C$2.95 per share offer represents a 41.1% premium to the closing price of Atlantic shares on the TSX Venture Exchange ("TSX-V") on May 14, 2019 and a 40.8% premium to the volume weighted average price ("VWAP") of Atlantic shares over the last 30 trading days.