Golden Goose and Kodiak Exploration Sign Binding Merger Agreement
31 8월 2010 - 11:24PM
PR Newswire (Canada)
MONTREAL and VANCOUVER, Aug. 31 /CNW/ -- TSX.V KXL MONTREAL and
VANCOUVER, Aug. 31 /CNW Telbec/ - Golden Goose Resources Inc.
(TSX-V: GGR, "Golden Goose") and Kodiak Exploration Limited (TSX-V:
KXL, "Kodiak") are pleased to announce that they have signed a
binding definitive merger agreement. Golden Goose and Kodiak have
agreed to proceed with a business combination by way of a corporate
Arrangement pursuant to the provisions of the Companies Act of
Québec. The Arrangement will effectively combine the assets of both
companies on a consolidated basis, with Golden Goose Resources
becoming a wholly-owned subsidiary of Kodiak. Under the terms of
the definitive merger agreement between Golden Goose and Kodiak,
shareholders of Golden Goose Resources will exchange their issued
common shares for new common shares and warrants of Kodiak, on the
basis of 1.2 new shares of Kodiak and one quarter (0.25) of a
Kodiak Share Purchase Warrant for each outstanding share of Golden
Goose Resources. The Kodiak Warrant is exercisable for three years
at a price of $0.45 with an acceleration clause should Kodiak
shares listed on the TSX Venture Exchange trade above $0.60 for
twenty consecutive trading days. Upon closing the transaction,
David Watkins, currently a member of the Golden Goose Board of
Directors, will join the Kodiak Board of Directors. Using a twenty
day VWOP (Volume Weighted Opening Price through August 28, 2010) of
$0.20 for Golden Goose shares and $0.21 for Kodiak shares, the 1.2
exchange ratio plus the fair value of the quarter Share Purchase
Warrant ($0.03) produces a premium of 40% for Golden Goose
shareholders. All convertible securities of Golden Goose will be
exchanged for convertible securities of Kodiak on the same basis,
adjusted accordingly to reflect the share exchange ratio. The
completion of the Arrangement is subject to standard conditions
precedent applicable to statutory plans of arrangement, including
standard commercial conditions precedent, approval of the common
shareholders of Golden Goose, deregistration of Golden Goose shares
in the US, and court approval. The transaction is scheduled to
close in the fourth quarter of 2010. A special general meeting of
Golden Goose shareholders will be held early in the fourth quarter
of 2010 to approve the Arrangement. Golden Goose shareholders will
receive an Information Circular setting out further details of the
proposed transaction; the Information Circular will also be filed
and made available on SEDAR (www.sedar.com). National Bank
Financial acted as financial advisor to Golden Goose on this
transaction; KPMG Corporate Finance Inc. and Casimir Capital L.P.
acted as financial advisors to Kodiak in connection with this
transaction. On behalf of the Boards of Directors: Brian J. Maher
President and Chief Executive Officer, Kodiak Exploration Limited
François Perron President and Chief Executive Officer, Golden Goose
Resources, Inc. Neither 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. This release may contain forward-looking
statements or statements that relate to programs that involve a
number of risks and uncertainties. Actual events or results could
differ materially from the Company's expectations and projections.
Kodiak Exploration Limited: Brian J. Maher, President and Chief
Executive Officer, Email: ir@kodiakexp.com, Website:
www.kodiakexp.com, Tel.: 1-604-688-9006, Fax: 1-604-688-9029;
Renmark Financial Communications Inc.: Jason Roy,
jroy@renmarkfinancial.com; Arash Shahi,
ashahi@renmarkfinancial.com; Media - Guy Hurd,
ghurd@renmarkfinancial.com, Tel.: (514) 939-3989, (416) 644-2020,
www.renmarkfinancial.com; Golden Goose Resources Inc.: François
Perron, President and Chief Executive Officer, Email:
perron@goldengooseres.com, Website: www.goldengooseres.com, Tel.:
1-888-928-4667, Fax: 1-888-494-5371
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Golden Goose Resources (TSXV:GGR)
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