TORONTO, Jan. 4, 2013 /CNW/ - JUBILEE GOLD INC. (the "Corporation")
(TSXV: JUB), ANSIL RESOURCES LTD. ("Ansil") AND MICON GOLD INC.
("Micon") (collectively referred to as the "Amalgamating Corporations")
are pleased to announce that their respective shareholders approved the
amalgamation (the "Amalgamation") among such Amalgamating Corporations
on December 31, 2012. The Amalgamation was implemented on January 1,
2013 by the filing of Articles of Amalgamation.
As a result of the Amalgamation, the resulting issuer Jubilee Gold
Exploration Ltd. ("Jubilee Exploration"), will have approximately
10,361,806 common shares issued and outstanding on a fully diluted
basis (subject to a fractional rounding down) as no fractional shares
of Jubilee Exploration will be issued. The share exchange ratios for
each Amalgamating Corporation were approved as follows: (i) for every
one common share of the Corporation, shareholders will receive 0.221
Jubilee Exploration common shares, (ii) for every one common share of
Ansil, shareholders will receive 0.551 Jubilee Exploration common
shares and (iii) for every one common share of Micon, shareholders will
receive 1.035 Jubilee Exploration common shares.
The TSX Venture Exchange (the "TSXV") has conditionally approved the
Amalgamation. Following receipt of final acceptance of the TSXV, the
common shares of Jubilee Exploration will be listed and posted for
trading on the TSXV under the trading symbol "JUB". All conditions
precedent contemplated by the Amalgamation Agreement relating to the
amalgamation among the Amalgamating Corporations, other than TSXV final
acceptance, have been satisfied.
The resolution respecting the Amalgamation was approved by a majority of
the minority shareholders with common shares beneficially owned or
controlled by the issuer, interested parties and any related parties
thereto excluded from the vote.
Jeffrey J. Becker, President and CEO of the Corporation said, "This is
an historic decision, which will benefit all stakeholders."
For further information regarding the Amalgamation, please refer to the
detailed management information circular in respect of the special
meeting of shareholders of the Corporation which was mailed to the
shareholders and filed on SEDAR at www.sedar.com under the Corporation's profile.
Additionally, a general by-law and a stock option plan for Jubilee Gold
Exploration Ltd. were presented and approved by a majority vote at the
special meetings of each Amalgamating Corporation.
This release may contain forward-looking statements which reflect the
current views of the management of the Corporation as to future events
and operations. These forward-looking statements are based on
assumptions and external factors, including assumptions relating to
competitive market conditions, financial data, and other risks or
uncertainties detailed from time to time in the filings made by the
Amalgamating Corporations with securities regulatory authorities. These
forward-looking statements represent the judgment of the board of
directors of the Corporation as of the date of this release and any
changes in the assumptions or external factors could produce
significantly different results.
Neither 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.
SOURCE: JUBILEE GOLD INC.
For further information:
Sigrid Ades, Secretary-Treasurer and CFO
Office: (416) 364-0042