TORONTO, July 30, 2013 /CNW/ - Wesdome Gold Mines Ltd. ("Wesdome") (TSX:WDO) and Windarra Minerals Ltd. ("Windarra") (TSX-V:WRA) are pleased to announce that they have executed a
definitive agreement (the "Agreement") pursuant to the previously announced letter of intent for the
proposed acquisition by Wesdome of all of the issued and outstanding
common shares of Windarra (the "Windarra Shares") on the basis of one common share of Wesdome for each ten Windarra
Shares held (the "Transaction"). The Agreement was negotiated at arm's length and is effective as of
July 29, 2013.
Donovan Pollitt, President of Wesdome and John Pallot, President of
Windarra, stated "People familiar with the combined assets and the long
history of both companies are delighted that they have logically come
together. It is clearly a win-win deal.
The shareholders will now own 100% of over 24 kilometres of the
Mishibishu Deformation Zone, over 18 kilometres of the Eagle River
Deformation Zone and the Eagle River Mill Complex. Recent success in
building the new Mishi Mine and its early performance served as a
catalyst to see the bigger picture. We now recognize potential for a
bigger operation here with outstanding exploration and expansion
Wesdome's operating experience in the area involves building two
underground mines and one open pit mine since it acquired the Eagle
River property in March, 1994. From the first gold poured on October
17, 1995, to June 30, 2013, it has produced 1.1 million ounces of gold.
Windarra's presence in the area dates to 1987. It was a partner in the
Magnacon Mine Development, explored actively in the camp and
importantly hand-picked and consolidated ownership in the best
potential lands over a long period of time. This arrangement is
consistent with Windarra's long-term strategy and vision."
The Transaction is expected to be completed by way of a share exchange
involving Wesdome, Windarra and a wholly-owned subsidiary of Wesdome.
The Transaction will also be subject to: (i) requisite approval by the
shareholders of Windarra and the appropriate regulatory bodies; (ii)
all of the outstanding options and warrants to acquire Windarra Shares
having been exercised or cancelled;and (iii) other standard closing
Based on the currently issued and outstanding WindarraShares as of the
date of this announcement, the number of Wesdome common shares to be
issued as part of the consideration will be approximately four million
shares, representing approximately 3.9% of Wesdome's currently issued
and outstanding shares on a non-diluted basis.
The Transaction values Windarra's equity at approximately C$1.55 million
on a non-diluted basis. Following completion of the Transaction,
Windarra shareholders will own approximately 3.8% of Wesdome's
outstanding common shares on a non-diluted basis, based on their
current shareholdings in Windarra.
The Board of Directors of Windarra is unanimously recommending that
Windarra shareholders vote in favour of the Transaction.
Following completion of the Transaction, it is expected that Windarra
will be a private company wholly-owned by Wesdome.
Directors and officers of Windarra, as well as certain of its
shareholders, have entered into voting support agreements with Windarra
pursuant to which each such party has agreed to vote in favour of the
Transaction. Such locked-up Windarra Shares represent approximately 32%
of the issued and outstanding WindarraShares on a non-diluted basis.
The terms and conditions of the Agreement will be disclosed in more
detail in Windarra's management information circular, which is expected
to be filed and mailed to Windarra shareholders in earlySeptember,
Details regarding these and other terms of the Transaction are set out
in the Agreement, which will be available on SEDAR at www.sedar.com
Wesdome is in its 26th year of continuous mining operations in Canada. It currently has two
producing gold mines in Wawa, Ontario and owns the Kiena Complex in Val
d'Or, Québec. Wesdome has approximately 101.8 million common shares
issued and outstanding which trade on the Toronto Stock Exchange under
the symbol "WDO".
Windarra is an established Canadian exploration company. It has
actively been involved in exploration and development projects in the
Mishibishu Greenstone belt for 20 years, and holds a further 100%
interest in the two Mishi mining leases consisting of approximately 705
hectares in the Mishibishu Lake Township and a 25% interest in the
Magnacon East property. It has 40.3million Windarra Shares outstanding
and trades on the TSX Venture Exchange under the symbol "WRA".
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.
This news release contains "forward-looking information" which may
include, but is not limited to, statements with respect to the
Transaction, the expected timetable for completing the Transaction, and
any other statements about the future expectations, beliefs, goals,
plans or prospects expressed by the management of either Windarra or
Wesdome. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or variations (including negative
variations) of such words and phrases, or state that certain actions,
events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Windarra and/or Wesdome
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.
Forward-looking statements contained herein are made as of the date of
this press release and each of Windarra and Wesdome disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events or results or otherwise. There
can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially
from those anticipated in such statements. Each of Windarra and Wesdome
undertakes no obligation to update forward-looking statements if
circumstances, management's estimates or opinions should change, except
as required by securities legislation. Accordingly, the reader is
cautioned not to place undue reliance on forward-looking statements.
SOURCE: Wesdome Gold Mines Ltd.
For further information:
respecting Wesdome, please contact:
Donovan Pollitt, P.Eng., CFA
President and Chief Executive Officer
Wesdome Gold Mines Ltd.
8 King Street East, Suite 1305
Toronto, Ontario, M5C 1B5
Toll Free: 1-866-4-WDO-TSX
Tel: 416-360-3743, Fax: 416-360-7620
Email: firstname.lastname@example.org, Website: www.wesdome.com
respecting Windarra, please contact:
Windarra Minerals Ltd.
300 - 1055 West Hastings Street
Vancouver, British Columbia, V6E 2E9
Tel: 604-688-1508, Fax: 604-629-7971
Email: email@example.com, Website: www.windarra.com