TORONTO, Nov. 23, 2012 /CNW/ - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company") is a junior gold company with an expanding
base of assets and operations in Zimbabwe. New Dawn conducts
operations in Zimbabwe through various subsidiaries, including Falcon
Gold Zimbabwe Limited ("Falgold"), a subsidiary in which New Dawn owns
or controls approximately 85% of the equity. New Dawn's other
subsidiaries in Zimbabwe are all 100% owned.
As previously reported in New Dawn news releases dated September 25,
2012 and October 4, 2012, pursuant to a Circular provided to Falgold
shareholders, Falgold proposed a Scheme of Arrangement (the "Scheme")
whereby all of the ordinary shares of Falgold, not otherwise owned or
controlled by New Dawn, would be acquired by New Dawn, either for cash
or newly issued common shares of New Dawn.
On September 24, 2012, at a meeting of Falgold shareholders held in
Harare, Zimbabwe, the Falgold shareholders who attended the meeting
voted unanimously to approve the Scheme. On October 3, 2012, a hearing
was held in the High Court of Zimbabwe to consider sanctioning of the
Scheme, as a result of which the High Court of Zimbabwe issued an Order
sanctioning the Scheme (the "Court Order"). Subject to the fulfillment
of certain remaining conditions precedent (as described below), the
Scheme will become binding, and an effective date for the Scheme will
be established, by the filing of a certified copy of the Court Order
and the Scheme with the Registrar of Companies. Upon conclusion of the
Scheme, Falgold will become a wholly-owned subsidiary of New Dawn.
The Zimbabwe Stock Exchange has, subject to the fulfillment of the
conditions precedent, granted approval for the termination of the
listing of Falgold shares on the Zimbabwe Stock Exchange. Following
the successful conclusion of the Scheme and the delisting of the
ordinary shares of Falgold and the fulfillment of the conditions
precedent, the Zimbabwe Stock Exchange has granted approval for the
listing of the common shares of New Dawn on the Zimbabwe Stock
Exchange. New Dawn's common shares will continue to trade on the
Toronto Stock Exchange.
A maximum of 2,899,888 common shares of New Dawn are issuable pursuant
to the Scheme. However, a lesser amount of common shares may be
issued, depending on how many Falgold shareholders are paid cash under
the Scheme. The Reserve Bank of Zimbabwe will require that the New
Dawn common shares listed on the Zimbabwe Stock Exchange be endorsed
for trade in Zimbabwe only, save with the consent of the Reserve Bank
The Toronto Stock Exchange has granted its conditional approval for the
listing of the common shares of New Dawn issuable pursuant to the
Scheme on the Toronto Stock Exchange, with a deadline for the closing
of the transaction of February 7, 2013.
The Scheme is conditional upon, and will not become effective until, the
satisfaction of the remaining conditions precedent, which consist
primarily of the receipt of necessary regulatory approvals in Zimbabwe,
during which time the shares of Falgold will continue to trade on the
Zimbabwe Stock Exchange. All other conditions precedent, including
regulatory approvals in Canada and New Dawn board approval, have been
satisfied. The satisfaction of the remaining conditions precedent
could take up to several months.
As previously reported in a news release dated November 22, 2012, New
Dawn completed a CDN$2,000,000 non-brokered private placement with a
Zimbabwe-focused fund managed by an international investment firm at
CDN$1.00 per share through the issuance of 2,000,000 shares. The
proceeds from the private placement will be utilized to fund New Dawn's
acquisition of Falgold shares under the Scheme, as well as related
professional fees and costs, with any remaining proceeds allocated for
general working capital purposes. New Dawn currently has 45,612,383
common shares issued and outstanding.
The Company will continue to advise New Dawn shareholders as to the
status of this matter as significant developments occur.
ABOUT NEW DAWN
New Dawn is a junior gold company listed on the Toronto Stock Exchange
that is focused on expanding its gold mining operations in Zimbabwe.
New Dawn owns 100% of the Turk and Angelus Mine, the Old Nic Mine and
the Camperdown Mine. In addition, through its Falgold subsidiary, New
Dawn currently owns approximately 85% of the Dalny Mine, the Golden
Quarry Mine and the Venice Mine, and a portfolio of prospective
exploration acreage in Zimbabwe. The Venice Mine is not currently in
production. These six mines, five of which are currently operational,
are divided into three significant gold camps.
In addition to gold production, New Dawn is also actively exploring on
highly prospective ground employing modern exploration techniques and
deploying capital in Zimbabwe, a country that is proven to be
geologically rich, highly prospective, and significantly under
New Dawn, with its large gold resource, existing mine sites and
production facilities, and current exploration programs, is a growing
gold mining company in Zimbabwe, active in both gold production and
The Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release.
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, operating results, 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, operating risks,
mining risks, political and foreign risk, indigenisation risk,
uninsurable risks, competition, environmental regulation and liability,
government regulation, currency fluctuations, and dependence on key
employees. See "Risk Factors" in the Company's Annual Information Form
- 2011. 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:
Investor Relations Contact: Richard Buzbuzian +1 416.585.7890
Visit New Dawn on the internet at: www.newdawnmining.com
E-mail New Dawn at: email@example.com