Continuance to Cayman Islands Effective December 31, 2013
Share Consolidation Effective December 6, 2013
Toronto Stock Exchange Delisting Effective November 20, 2013
GRAND CAYMAN, Cayman Islands, Jan. 3, 2014 /CNW/ - New Dawn Mining Corp. ("New Dawn" or the "Company"), a junior gold mining company operating
in Zimbabwe, is providing an update to shareholders with respect to the
corporate actions that it has taken recently to implement, on a
sequential basis, a 1-for-100,000 consolidation of its common shares
(with a fractional share cash-out on the basis of C$0.13 per
pre-consolidation common share) (the "Share Consolidation") and a
continuance from Canada to the jurisdiction of the Cayman Islands (the
"Continuance"). As previously announced, these corporate actions were
approved by the shareholders of the Company at a Special Meeting of
Shareholders held on November 19, 2013.
Also as previously announced, the Company's common shares were delisted
from the Toronto Stock Exchange effective on the close of trading on
Wednesday, November 20, 2013.
The Company's Share Consolidation was implemented by filing articles of
amendment to the Company's articles of incorporation effective on
December 6, 2013. As a result, shareholders are entitled to receive
new post-consolidation common shares in the Canadian-domiciled New Dawn
legal entity, if applicable, and the fractional share cash-out
payment. As the new common shares being issued to shareholders under
the Share Consolidation do not have either a CUSIP number or an ISIN
number, such common shares are only being issued in physical form.
Shareholders, or their broker if their shares are held in street name,
must file a properly completed Letter of Transmittal with the Company's
transfer agent, TMX Equity Transfer Services in Toronto, Ontario,
Canada, in order to receive new post-consolidation common shares, if
applicable, and the fractional share cash-out payment.
Effective December 30, 2013, the Company surrendered its reporting
issuer status in British Columbia and has applied to terminate its
reporting obligations in the remaining Canadian jurisdictions.
Effective December 31, 2013, the Company implemented the Continuance.
Common shareholders are entitled to exchange their post-consolidation
common shares of the Canadian-domiciled New Dawn legal entity for newly
issued ordinary shares of the Cayman Islands New Dawn legal entity on a
As a result of the implementation of the Continuance, the Company has
closed its Canadian corporate offices in Toronto.
Also effective December 31, 2013, Jon W. North and Philip G. MacDonnell
resigned as directors of the Company and Graham R. Clow retired from
his position as Chief Financial Officer and Corporate Secretary of the
The Company will continue to advise shareholders as appropriate.
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: