/NOT FOR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE
Trading Symbol: TSX-V: GGD
Shares Issued: 128,288,331
HALIFAX, July 30, 2012 /CNW/ - Terry Coughlan, President and CEO of
GoGold Resources Inc. ("GoGold" or the "Corporation") (TSXV: GGD), is pleased to report that the Corporation has closed the
acquisition of Absolute Gold Holdings Incorporated ("Absolute"). GoGold has acquired all of the issued and outstanding common shares
of Absolute ("Absolute Shares") and all of the common share purchase warrants of Absolute ("Absolute Warrants") in exchange for the issuance of 0.81 of a common share of GoGold ("GoGold Share") for each Absolute Share and 0.81 of a common share purchase warrant
of GoGold ("GoGold Warrant") for each Absolute Warrant, through a plan of arrangement ("Plan of Arrangement") completed under the Canada Business Corporations Act (the "Acquisition Transaction").
Under the terms of the Acquisition Transaction, the 30,000,000 Absolute
Shares, together with the 53,000,000 Absolute Shares previously issued
and outstanding, and the 15,000,000 Absolute Warrants issued and
outstanding are to be exchanged under the terms of the Acquisition
Transaction into 67,230,000 GoGold Shares and 12,150,000 GoGold
Warrants, in accordance with the terms of the Plan of Arrangement. Each
GoGold Warrant is exercisable into one GoGold Share at an exercise
price of $1.50 until January 24, 2015.
Under the Acquisition Agreement, the Corporation has acquired 100% of
the issued and outstanding Absolute Shares and Absolute Warrants, such
that Absolute, which owns an interest in the Parral Tailings Project
located in Chihuahua, Mexico, through its wholly-owned subsidiary Grupo
Coanzamex S.A. Del C.V., is now a wholly-owned subsidiary of the
Terry Coughlan, President and CEO stated: "The Absolute deal now being
complete paves the way to advancing the Parral tailings project located
in Chihuahua. In addition to advancing Parral, we look forward to
further exploration for gold, silver and copper at our San Diego
project in Durango."
As previously announced, Absolute completed a brokered private placement
financing (the "Offering") of subscription receipts (the "Subscription Receipts") sold at a price of CDN$1.00 per Subscription Receipt through a
syndicate of agents led by BMO Capital Markets, and which included
Canaccord Genuity Corp. and Wolverton Securities Ltd. (collectively,
the "Agents") for gross proceeds of $30,000,000. The 30,000,000 Subscription
Receipts sold under the Offering were automatically converted to
30,000,000 Absolute Shares and 15,000,000 Absolute Warrants upon the
satisfaction of certain specified escrow release conditions on July 24,
2012. The Agents have been paid a cash commission of $1,500,000,
together with applicable expenses and taxes.
Following receipt of the final approval of the TSX Venture Exchange (the
"TSX-V"), the GoGold Shares are anticipated to resume trading on the TSX-V on
or about August 2, 2012. GoGold will continue to operate under the
name "GoGold Resources Inc.", without any change to its directors or
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or
applicable state securities laws, and may not be offered or sold to, or
for the account or benefit of, persons in the United States or "U.S.
persons," as such term is defined in Regulation S under the U.S.
Securities Act, absent registration or an exemption from such
registration requirements. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This News Release includes certain "forward-looking statements". All
statements other than statements of historical fact, included in this
release, including, without limitation, statements regarding potential
mineralization and reserves, exploration results, and future plans and
objectives of GoGold, are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from GoGold's expectations are exploration risks
detailed herein and from time to time in the filings made by GoGold
with securities regulators. (Not for distribution to US wire services or for dissemination in the
United States of America)
SOURCE: GOGOLD RESOURCES INC.
For further information:
Terence F. Coughlan, President and CEO,
Sean Tufford, Vice President, Corporate Development
GoGold Resources Inc.,
T: 902 482-1998
F: 902 442-1898
Email : firstname.lastname@example.org
Or visit : www.gogoldresources.com