News Column

American Bonanza Announces Shareholder Approval of Plan of Arrangement

June 27, 2014



ENP Newswire - 27 June 2014

Release date- 25062014 - American Bonanza Gold Corp. (TSX: BZA, OTC: ABGFF) is pleased to announce that its shareholders have approved the proposed business combination of American Bonanza and Kerr Mines Inc. previously announced on April 14, 2014, along with the debt settlements previously announced on May 2, 2014.

The Transaction was approved by American Bonanza's shareholders at the Company's Annual General and Special Meeting (the 'Meeting') held on June 20th. At the Meeting 66,657,944 votes were cast by ballot in connection with the special resolution approving the Transaction with 65,725,403 votes cast for the motion (98.6%) and 932,541 votes cast against the motion (1.4%). A Voting Results Report has been posted under American Bonanza's SEDAR profile (available at www.sedar.com).

Pursuant to the Debt Settlement, American Bonanza is expected to issue an aggregate of 886,790,228 common shares (each, a 'BZA Share') to settle the indebtedness at a price of $0.025 per BZA Share.

The Transaction is expected to be completed on or about June 27, 2014 upon satisfaction or waiver of all of the conditions set out in the arrangement agreement (the 'Arrangement Agreement') entered into by American Bonanza, Kerr Mines, and a wholly-owned subsidiary of Kerr Mines ('Kerr Mines Subco') on April 10, 2014, including approval by the Supreme Court of British Columbia at a hearing scheduled for June 25, 2014, and the approval of the Toronto Stock Exchange (the 'TSX').

Upon completion of the Transaction, Kerr Mines, through Kerr Mines Subco, will acquire all the outstanding shares of American Bonanza through the issuance of 0.53 of a Kerr Mines common share in exchange for each American Bonanza common share. Following completion of the Transaction, American Bonanza will be de-listed from the TSX.

Full details of the terms of the Transaction are set out in American Bonanza's management information circular dated May 16, 2014, which is available on SEDAR at www.sedar.com. Additional information about American Bonanza is available on its website at www.americanbonanza.com.

Completion of the Transaction is subject to a number of conditions including but not limited to TSX acceptance, the satisfaction or waiver of all the conditions contained in the Arrangement Agreement, and the final order from the Supreme Court of British Columbia. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Contact:

Brian Kirwin

President & CEO

American Bonanza Gold Corp.

Email: info@americanbonanza.com

Cautionary Statements Regarding Forward Looking Information

This press release contains 'forward-looking information' within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information.

Generally, such forward-looking information can be identified by the use of forward-looking terminology such as 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'occur' or 'be achieved'.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Kerr Mines or American Bonanza to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) the possibility that the Transaction would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) the possibility of write-downs and impairments; (v) the risk associated with exploration, development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with uninsurable risks arising during the course of exploration, development and production; (x) competition faced by the resulting issuer in securing experienced personnel and financing; (xi) access to adequate infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does not anticipate declaring dividends in the near term; (xx) the risk of litigation and (xxi) risk management.

Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, completion of the Transaction, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein.

Although American Bonanza has attempted to identify important factors that could cause actual results to differ materially from those contained in the 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 forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information.

Such forward-looking information has been provided for the purpose of assisting investors in understanding Kerr Mines and American Bonanza's business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and American Bonanza does not undertake to update such forward-looking information except in accordance with applicable securities laws.


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Source: ENP Newswire


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