Anaconda and New Island Complete Plan of Arrangement
14 1월 2011 - 10:15PM
PR Newswire (Canada)
TORONTO and ST. JOHN'S', Jan. 14 /CNW/ -- TORONTO and ST. JOHN'S,
Jan. 14 /CNW/ - Anaconda Mining Inc. ("Anaconda") (TSX: ANX) and
New Island Resources Inc. ("New Island") (TSXV: NIS) are pleased to
announce that the previously announced plan of arrangement between
the two companies has been completed (the "Arrangement"). The
Arrangement, which was approved by special resolution and a
majority of the minority of the New Island shareholders on January
11, 2011, received the final approval of the Alberta Court of
Queen's Bench on January 13, 2011. Pursuant to the Arrangement,
which was effective at 12:01 a.m. (Calgary time) on January 14,
2011 (the "Effective Time"), New Island reorganized its share
capital into Class A common shares ("New Island Class A Shares")
and Class B convertible common shares ("New Island Class B Shares")
and transferred all of its interest in the Pine Cove Mine and Mill
and all future cash flows generated therefrom (the "Pine Cove
Interest") to Anaconda in exchange for 11,307,827 common shares of
Anaconda (the "Anaconda Shares"), on the basis of 0.45 of an
Anaconda Share for each one common share of New Island outstanding
immediately prior to the Effective Time (other than those held by
Anaconda) (the "New Island Shares"). At the Effective Time,
New Island immediately distributed the Anaconda Shares to its
shareholders on the basis of 0.45 Anaconda Share for each New
Island Share. In addition, former shareholders of New Island (the
"Tendered New Island Shareholders") who tendered their New Island
Shares to Anaconda pursuant to Anaconda's takeover bid offer in the
summer of 2010 (the "Offer") received an aggregate of 752,969
Anaconda Shares as a top up to the Anaconda Shares they previously
received, on the basis of 0.03 of an Anaconda Share for each one
New Island Share they tendered (being the difference between the
0.42 share exchange ratio pursuant to the Offer and the 0.45 share
exchange ratio pursuant to the Arrangement). At the Effective Time,
25,098,879 New Island Shares acquired by Anaconda pursuant to the
Offer were initially exchanged for New Island Class B Shares and
were then transferred to the Tendered New Island Shareholders on
the basis of one New Island Class B Share for each of the New
Island Shares they tendered to the Offer. Upon the transfer to the
Tendered New Island Shareholders, the New Island Class B Shares
were converted into an equal number of New Island Class A Shares.
In addition, at the Effective Time, all New Island Shares held by
shareholders (other than Anaconda) were exchanged for New
Island Class A Shares. The New Island Class A Shares are
scheduled to commence trading on the TSX Venture Exchange as of
January 14, 2011. In addition to the 12,060,796 Anaconda Shares
issued pursuant to the Plan of Arrangement, Anaconda had issued
10,541,520 Anaconda Shares pursuant to the Offer, for an aggregate
total of 22,602,315 Anaconda Shares. In order for the shareholders
of New Island to receive their entitlement to the New Island Class
A Shares and Anaconda Shares pursuant to Arrangement, they must
deliver a completed Letter of Transmittal with their share
certificate(s) and other required documentation to New Island's
Depositary agent, CIBC Mellon Trust Company by no later than
January 14, 2017 thereafter the New Island Shares will cease to
represent a right to receive New Island Class A Shares or Anaconda
Shares. ABOUT ANACONDA Anaconda is a Toronto, Canada-based mining
and exploration company focused on operating the Pine Cove gold
mine located near Baie Verte in Newfoundland, Canada and, with its
joint venture partner, Inversiones SBX Limitada, advancing the
development and exploration of its iron ore portfolio in Chile.
About New Island New Island is a diversified junior exploration
company holding gold and base metal properties in the Province of
Newfoundland and Labrador. New Island has entered into an agreement
for the sale of its interest in the gold mine and mill project at
Pine Cove in central Newfoundland. Additional Information
concerning this sale and New Island may be obtained on New Island's
website at: www.newislandresources.com or from the System for
Electronic Document Analysis and Retrieval (SEDAR) website at:
www.sedar.com under New Island's profile. FORWARD-LOOKING
INFORMATION This news release contains "forward-looking
information" within the meaning of applicable Canadian securities
laws. Forward-looking information includes, but is not limited to,
information concerning the plan of arrangement between Anaconda and
New Island and matters relating thereto. Generally, 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 statements that certain
actions, events or results "may", "could", "would", "might", or
"will be taken", "occur", or "be achieved". Forward-looking
information is based on the opinions and estimates of management at
the date the information is made, and is based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
Many of these assumptions are based on factors and events that are
not within the control of Anaconda or New Island and there is no
assurance they will prove to be correct. Factors that could cause
actual results to vary materially from results anticipated by such
forward-looking information include changes in market conditions,
variations in ore grade or recovery rates, fluctuating metal
prices, changes in project parameters, the possibility of project
cost overruns or unanticipated costs and expenses, labour disputes
and other risks of the mining industry, failure of plant, equipment
or processes to operate as anticipated as well as those risk
factors discussed in Anaconda's Annual Information Form for the
year ended May 31, 2010 and New Island's Management Information
Circular dated December 15, 2010, available at www.sedar.com.
Although Anaconda and New Island have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information Anaconda and New Island undertake no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information. This news release
and the information contained herein does not constitute an offer
of securities for sale in the United States and securities may not
be offered or sold in the United States absent registration or
exemption from registration. 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. To view this news release
in HTML formatting, please use the following URL:
http://www.newswire.ca/en/releases/archive/January2011/14/c2564.html
table cellspacing="0" border="0"tr valign="top"td
align="left"bAnaconda Mining Inc./bbr/ Dustin Angelobr/ President
and CEObr/ Tel: (647) 260-1248br/ Email: a
href="mailto:dangelo@anacondamining.com"dangelo@anacondamining.com/abr/
Website: a
href="http://www.anacondamining.com"www.anacondamining.com/a/td td
align="left" /td td align="left" /td td align="left"bNew
Island Resources Inc./bbr/ Harold Warehambr/ Presidentbr/ Tel:
(709) 576-7711br/ Email: a
href="mailto:info@newislandresources.com"info@newislandresources.com/abr/
Website: a
href="http://www.newislandresources.com"www.newislandresources.com/a/td/tr/table
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New Island Resources (TSXV:NIS)
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New Island Resources (TSXV:NIS)
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부터 10월(10) 2023 으로 10월(10) 2024