Blackwolf Announces Securityholder Approval of Plan of Arrangement

VANCOUVER, BC / ACCESSWIRE / June 26, 2024 / Blackwolf Copper and Gold Ltd. ("Blackwolf" or the "Company") (TSXV:BWCG),(OTCQB:BWCGF) is pleased to announce that the proposed acquisition of all of the outstanding securities of the Company by Treasury Metals Inc. ("TML") by way of plan of arrangement (the "Transaction") was overwhelmingly approved at Blackwolf's special meeting of securityholders on June 26, 2024 (the "Meeting").

Report on Voting Results

The resolution approving the Transaction (the "Arrangement Resolution") was required to be passed by: (i) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Blackwolf shareholders present in person or represented by proxy at the Meeting (the "Shareholder Vote"); (ii) the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Blackwolf shareholders and optionholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote (the "Securityholder Vote") and (iii) a simple majority of the votes cast by disinterested shareholders (being shareholders other than Susan Neale and Frank Giustra) present in person or represented by proxy at the Meeting and entitled to vote (the "Disinterested Shareholder Vote"). The detailed results of voting on the Arrangement Resolution are provided below:

The hearing of the application for a final order in respect of the Transaction is scheduled for June 28, 2024, or as soon thereafter as the application can be heard. Closing of the Transaction remains subject to customary closing conditions.

About Blackwolf Copper and Gold Ltd.

Blackwolf recently announced that it has entered into a definitive agreement with TML to combine the two companies, pursuant to which TML will acquire all of the issued and outstanding common shares of Blackwolf. See the Company's May 2, 2024 news release for additional information. TML is a gold-focused company with assets located in Canada. TML's Goliath Gold Complex Project is located in Northwestern Ontario. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska and five Hyder Area gold-silver and base metal properties in southeast Alaska.

For more information on Blackwolf, please visit the Company's website at www.blackwolfcopperandgold.com.

On behalf of the Board of Directors of Blackwolf Copper and Gold Ltd.

"Morgan Lekstrom"
CEO and Director

For more information, contact:

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

Cautionary Statement Regarding Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements relating to the consummation and timing of the Transaction, the satisfaction of the conditions precedent to the Transaction, the date of the hearing of the application for a final order in respect of the Transaction, and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto. Forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, the risk that the Transaction is not completed, on the timeline currently contemplated or at all; market volatility; the state of the financial markets for the Company's securities; fluctuations in commodity prices and changes in the Company's business plans. In making the forward-looking statements in this news release, the Company has applied several material assumptions that the Company believes are reasonable, including without limitation, that the Company will be able to satisfy the terms and conditions precedent to the Transaction. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. The Company seeks safe harbor.

For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedarplus.ca.

SOURCE: Blackwolf Copper and Gold Ltd