Sage Gold and Consolidated Puma Announce Merger Agreement
21 5월 2009 - 9:00PM
Marketwired
Sage Gold Inc. (TSX VENTURE: SGX) ("Sage") and Consolidated Puma
Minerals Corp. (TSX VENTURE: CPW) ("Puma") are pleased to announce
that the companies have entered into an arrangement agreement
providing for Sage to acquire all of the outstanding shares of Puma
in an all-share transaction. The combination of these two companies
will significantly enhance the cash position of Sage and provides
Puma shareholders with an investment in a company with a strong
exploration team and an exciting gold property portfolio in the
Beardmore Geraldton Gold camp in Northern Ontario. Puma currently
has approximately $3.5 million in cash (before closing and other
costs).
Under the agreement, Puma shareholders will receive 1.137 common
shares of Sage for each Puma common share held. Based on the
currently issued and outstanding common shares of Puma, Sage will
issue approximately 58.9 million common shares to acquire all of
the currently outstanding Puma common shares, resulting in Puma
shareholders holding approximately 25% of the combined entity. The
post-merger issued and outstanding common shares of Sage will be
approximately 236 million. The agreement has been negotiated at
arm's length and approved by the Boards of Directors of both
companies.
The transaction is to be effected pursuant to a plan of
arrangement under the Business Corporations Act (British Columbia),
which will require approval of at least 66 2/3% of the shares of
Puma voted at Puma's upcoming annual and special shareholders'
meeting, expected to be held in July 2009, with the transaction
closing shortly thereafter. Completion of the transaction is
subject to a number of other conditions precedent, including
receipt by Puma of a favourable fairness opinion, and receipt of
all necessary shareholder, stock exchange, court and regulatory
approvals. The combined entity will retain the Sage Gold Inc. name
and trading symbol SGX on the TSX Venture Exchange.
Full details of the transaction will be included in the
Management Information Circular to be filed with the regulatory
authorities and mailed to Puma shareholders in accordance with
applicable securities laws.
Nigel Lees, Sage Gold's President and CEO commented that,
"Combining with Puma creates a strong platform to implement our
business plan and continue an aggressive exploration program in the
Beardmore Geraldton Gold camp in Ontario where Sage has extensive
property holdings including the Golden Extension gold discovery.
This is the first acquisition in the Company's strategy to leverage
its strong management team and exciting properties to grow Sage and
enhance shareholder value."
Vahan Kololian, Puma's President and CEO, added, "The
combination of our companies enables Puma's shareholders to acquire
a 25% share in a growing gold company in the Beardmore Geraldton
area of Ontario."
Fraser Mackenzie Limited is retained as financial advisor to the
Board of Directors of Puma and will provide a fairness opinion with
respect to the transaction.
SAGE is a mineral exploration and development company which has
interests in exploration properties in Ontario, Nevada and Arizona.
Its main properties are the Jacobus, Paint Lake, Solomon Pillars
and Onaman properties in the Beardmore Geraldton Gold camp and the
Kerrs property in Ontario; and the Gold Hill property in Arizona.
Technical reports relating to the properties can be obtained from
the System for Electronic Document Analysis and Retrieval ("SEDAR")
website at www.sedar.com.
PUMA is a mineral exploration and development company which
currently has two assets, a platinum group metals exploration
property in the Kola Peninsula of Northwest Russia, and
approximately $3.5 million of cash. Further information can be
obtained from the SEDAR website at www.sedar.com.
Some statements contained in this release are forward-looking
and, therefore, involve uncertainties or risks that could cause
actual results to differ materially. Such forward-looking
statements include comments regarding mining and milling
operations, mineral resource statements and exploration program
performance. Factors that could cause actual results to differ
materially include metal price volatility, economic and political
events affecting metal supply and demand, fluctuations in
mineralization grade, geological, technical, mining or processing
problems, exploration programs, future results of exploration
programs, future profitability and production, and general market,
economic and financing conditions. Sage and Puma disclaim any
obligation to update forward-looking statements.
The securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.
This press release does not constitute an offer of any of the
securities described herein in any jurisdiction.
This release was prepared by management of the Sage and Puma who
takes full responsibility for its contents. The TSX Venture
Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this news release.
Contacts: Sage Gold Inc. Nigel Lees President and CEO
416-204-3170 Sage Gold Inc. Mike O'Brien Manager/Investor Relations
416-204-3170 416-260-2243 (FAX) sgx@agoracom.com
www.agoracom.com/IR/sagegold Consolidated Puma Minerals Corp. Vahan
Kololian President and CEO 416-644-6000 416-644-6001 (FAX)
www.consolidatedpuma.com
Consolidated Puma Minerals Corp Com Npv (TSXV:CPW)
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Consolidated Puma Minerals Corp Com Npv (TSXV:CPW)
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부터 7월(7) 2023 으로 7월(7) 2024