TORONTO, Nov. 19, 2013 /CNW/ - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company"), a junior gold mining company operating
in Zimbabwe, announced that the shareholders of the Company approved
each of the special resolutions presented at a Special Meeting of
Shareholders held on November 19, 2013. As more fully set forth in the
Management Information Circular dated October 21, 2013, these
resolutions authorise the Company to implement each of the following
corporate actions on a sequential basis:
The consolidation of the common shares of the Company on the basis of 1
post-consolidation share for every 100,000 common shares currently held
(the "Consolidation Resolution").
The continuance of the Company from Canada to the jurisdiction of the
Cayman Islands (the "Continuance Resolution").
A total of 31,484,993 common shares, or 69.03% of the 45,612,383 common
shares outstanding, were represented at the shareholders' meeting. The
Consolidation Resolution was approved by a favourable vote of 96.93% of
the votes cast and by 91.45% of the votes cast, excluding the votes of
shareholders defined as "interested parties". The Continuance
Resolution was approved by a favourable vote of 92.17% of the votes
cast at the shareholders' meeting.
In conjunction with the share consolidation, each shareholder of the
Company, other than dissenting shareholders, holding a
post-consolidation fractional common share will be entitled to receive
a payment for that fractional share calculated on the basis of C$0.13
for each common share held immediately prior to the consolidation.
Such payment will be without interest and will be made upon application
to the Company's transfer agent, consistent with the instructions
included in the Management Information Circular and the related Letter
of Transmittal. These documents can be obtained at the Company's
web-site, www.newdawnmining.com, and on SEDAR at www.sedar.com.
The Company will notify each shareholder who properly and timely filed a
notice of dissent pursuant to section 190 of the Canada Business
Corporations Act with respect to the Consolidation Resolution and/or
the Continuance Resolution by November 29, 2013. Dissenting
shareholders are directed to the information included in the Company's
Management Information Circular with respect to this matter.
The Company's common shares will be delisted from the Toronto Stock
Exchange effective on the close of trading on Wednesday, November 20,
The Company currently anticipates that it will effect the share
consolidation towards the end of November 2013, and the continuance
sometime in December 2013. Following the consolidation, the Company
intends to take steps to terminate its reporting obligations to
Canadian securities regulators.
The Company will continue to advise shareholders as appropriate.
ABOUT NEW DAWN
New Dawn is a junior gold mining company that is focused on developing
its gold mining assets and operations in Zimbabwe. New Dawn owns 100%
of the Turk and Angelus, Old Nic and Camperdown Mines. In addition,
through its Falcon Gold Zimbabwe Limited subsidiary, New Dawn currently
owns 84.7% of the Dalny, Golden Quarry and Venice Mines, and a
portfolio of prospective exploration acreage in Zimbabwe. With the
exception of the Venice Mine and the Dalny Mine, all of these mines are
currently operational, and are geographically divided into three major
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release.
Additional information on New Dawn and the matters discussed herein can
be obtained on the Company's web-site at www.newdawnmining.com or in the Company's filings on SEDAR at www.sedar.com.
Special Note Regarding Forward-Looking Statements: Certain statements
included or incorporated by reference in this news release, including
information as to the future financial or operating performance of the
Company, its subsidiaries and its projects, constitute forward-looking
statements. The words "believe," "expect," "anticipate,"
"contemplate," "target," "plan," "intends," "continue," "budget,"
"estimate," "may," "schedule" and similar expressions identify
forward-looking statements. Forward-looking statements include, among
other things, statements regarding targets, estimates and assumptions
in respect of gold production and prices, operating costs, results and
capital expenditures, mineral reserves and mineral resources and
anticipated grades and recovery rates. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by the Company, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors could cause the
Company's actual results to differ materially from those expressed or
implied in any forward-looking statements made by, or on behalf of, the
Company. Such factors include, among others, risks relating to reserve
and resource estimates, gold prices, exploration, development and
operating risks, political and foreign risk, uninsurable risks,
competition, limited mining operations, production risks, environmental
regulation and liability, government regulation, currency fluctuations,
recent losses and write-downs and dependence on key employees. See
"Risk Factors" in the Company's Management's Discussion and Analysis -
2012. Due to risks and uncertainties, including the risks and
uncertainties identified above, actual events may differ materially
from current expectations. Investors are cautioned that
forward-looking statements are not guarantees of future performance
and, accordingly, investors are cautioned not to put undue reliance on
forward-looking statements due to the inherent uncertainty therein.
Forward-looking statements are made as of the date of this press
release and the Company disclaims any intent or obligation to update
publicly such forward-looking statements, whether as a result of new
information, future events or results or otherwise.
SOURCE: New Dawn Mining Corp.
For further information:
New Dawn investor relations can be contacted as follows:
Telephone: +1 416.585.7890 x 230
Visit New Dawn on the internet: www.newdawnmining.com