Trading Symbol: ADA:TSX; C2Z-Frankfurt
Shares Outstanding: 142,377,907
HALIFAX, June 11 /CNW/ - Acadian Mining Corporation (TSX: ADA) ("Acadian"
or the "Corporation") announced today that at the annual and special meeting
of shareholders held on June 9, 2008 over 99% of the shareholders present in
person or by proxy voted in favour of a special resolution to "spin out"
Acadian's gold assets to a new public company, Annapolis Gold Corporation
("Annapolis"), pursuant to a statutory plan of arrangement ("Arrangement"). On
June 10, 2008, the Supreme Court of Nova Scotia approved the Arrangement.
Acadian is also pleased to announce the election of Glenn R. Williams to
its board of directors. Mr. Williams brings extensive expertise and experience
to the board and he has agreed to serve as a member of the Corporation's audit
Plan of Arrangement
The annual and special meeting of the shareholders ("Meeting") of Acadian
was held in Halifax, Nova Scotia on Monday, June 9, 2008. Computershare
Investor Services Inc. acted as scrutineer of the Meeting and reported that
39.45% of the total outstanding common shares as at the record date voted in
person or by proxy at the Meeting. Of the total number of shares voted, 99.84%
voted for the Arrangement and 0.16% against.
The Arrangement will result in shareholders of Acadian receiving one
share of Annapolis for every four shares of Acadian they hold on the
"Effective Date". Annapolis will own all of Acadian's gold assets, including
Acadian's 50% interest in the Fifteen Mile Stream gold property and Acadian's
four advanced stage exploration properties (Beaver Dam, Tangier, Forest Hill
and Goldenville), which form the core holdings of the Scotia Goldfields
Acadian shareholders will continue to hold all the same number of Acadian
shares they owned before the Arrangement and Acadian will continue to own the
Scotia Mine operations together with all of the Corporation's extensive base
metal claim holdings including the Getty Deposit, the Smithfield Deposit
currently under option, the Eastville prospect, the Lake Ainslie
barite-fluorite deposits and its 44.42% interest in Royal Roads Corp.
(RRO-TSX-V). Acadian will continue to be managed by its existing management
team and Acadian will provide administrative and operational services to
Annapolis with such additional staff as may be required. The officers and
directors of Annapolis will initially be the same as those for Acadian.
Approval for the Arrangement was received on June 10, 2008, from the
Supreme Court of Nova Scotia. The Arrangement remains subject to a number of
conditions, including receipt of certain regulatory approvals and raising
equity. Assuming all conditions are met and the Arrangement proceeds, it is
anticipated that the "Effective Date" will occur in late June, 2008. As
announced in Acadian's News Release 07-08 on May 26, 2008, Annapolis is
presently proceeding with a marketed private placement of units comprised of
common shares and warrants of Annapolis. The offering will close on the
"Effective Date" of the Arrangement.
Glenn R. Williams
Mr. Williams was the regional managing partner for Grant Thornton LLP,
with specific responsibilities for Atlantic Canada, Toronto and Southern
Ontario, before he retired in December, 2007. While at Grant Thornton LLP, in
addition to Mr. Williams' firm wide management and client responsibilities,
Mr. Williams was professional standards partner for Grant Thornton LLP in the
firm's national office with responsibility for firm-wide consulting on
technical auditing and accounting matters from 1982 to 1986. He also provided
expert witness testimony on accounting and auditing matters. He has acted as
financial advisor on price setting for the Nova Scotia Dairy Commission and on
various projects for the Department of Municipal Affairs of the Province of
Nova Scotia. He chaired an inter-departmental committee of government
reviewing the impact of service exchange between the Province of Nova Scotia
and municipal governments. Mr. Williams has played an active role in the
Canadian Institute of Chartered Accountants, Accounting and Auditing Standards
Setting Process, having served as chairman of the Accounting Standards
Committee, a member of the Auditing Committee, and chairman of the Task Force
on Related Party Transactions. Mr. Williams is also a Fellow of the Institute
of Chartered Accountants of Nova Scotia.
Today, at a meeting of the board of directors of Acadian, the Corporation
granted an aggregate of 300,000 incentive stock options to Mr. Williams. Each
option entitles the holder to acquire one common share of Acadian at $0.58 per
share during the period ended June 10, 2013.
About the Corporation
Acadian is a Halifax, Nova Scotia, Canada based mining company which
operates a zinc-lead mine (Scotia Mine) at Gays River, Nova Scotia and is
exploring and developing gold, zinc-lead, and barite properties in Atlantic
The Scotia Mine operates as an open pit mine and is expected to produce
30,000 tonnes of high grade zinc concentrate and 12,000 tonnes of high grade
lead concentrate per year. See Acadian's News Release No. 16-06 dated
July 17, 2006 for further details.
The Corporation is also focused on developing four advanced gold
properties, Beaver Dam, Tangier, Forest Hill and Goldenville. Each of the four
advanced properties host gold resources described in technical reports
prepared in compliance with National Instrument 43-101 ("NI 43-101") and are
available on www.sedar.com. A summary of gold resources for Goldenville,
Forest Hill and Tangier is provided in News Release No. 01-06 issued on
January 5, 2006, under the paragraph titled "About Acadian Gold". A summary of
gold resources for Beaver Dam is provided in News Release No 23-07 issued on
July 16, 2007. The Corporation also recently acquired a 50% interest in the
Fifteen Mile Stream property. A summary of gold resources for this property is
provided in News Release No. 08-08 issued on May 29, 2008 and a NI 43-101
report with respect to this property will be filed on SEDAR in the near
future. The Corporation is bringing a new approach to the development of Nova
Scotia gold deposits by pursuing a multiple mine, central processing, managing
and servicing strategy.
The Corporation holds a 44.42% equity interest in Royal Roads Corp.
("Royal Roads") (RRO-TSX-V). Royal Roads' principal asset is a 16,075 hectare
(approximately 32 km x 5 km) mineral property known as the Tulks North
property which is strategically located in the centre of the world-class
Buchans base metal camp in central Newfoundland, Canada. In addition, Royal
Roads holds a 26.4% equity interest in Buchans River Ltd. ("Buchans River")
(BUV-TSX-V), which also holds a highly prospective property portfolio in the
Buchans camp. Acadian's indirect interest in Buchans River is 11.7%.
Forward Looking Statement
Certain information regarding the Corporation contained herein may
constitute forward-looking statements within the meaning of applicable
securities laws. Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance or other statements
that are not statements of fact. Although the Corporation believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
The Corporation cautions that actual performance will be affected by a number
of factors, many of which are beyond the Corporation's control, and that
future events and results may vary substantially from what the Corporation
currently foresees. Discussion of the various factors that may affect future
results is contained in the Corporation's Annual Information Form dated March
26, 2008 which is available at www.sedar.com. The Corporation's
forward-looking statements are expressly qualified in their entirety by this
For additional information on the Corporation's properties and
activities, please visit our web site at www.acadianmining.com. If you wish to
be added to the Corporation's e-mail or fax distribution list for future news
releases and updates, please contact Acadian at phone: (902)444-7779, fax:
(902)444-3296, email: firstname.lastname@example.org.
For further information:
For further information: G. William Felderhof, President & CEO; Terry F.
Coughlan, Vice President, (902) 444-7779, Toll Free: 877-444-7774,
email@example.com, Halifax, Nova Scotia