TORONTO and ST. JOHN'S, Jan. 14 /CNW/ - Anaconda Mining Inc. ("Anaconda") (TSX: ANX) and New Island Resources Inc. ("New Island") (TSXV: NIS) are pleased to announce that the previously announced
plan of arrangement between the two companies has been completed (the "Arrangement").
The Arrangement, which was approved by special resolution and a majority
of the minority of the New Island shareholders on January 11, 2011,
received the final approval of the Alberta Court of Queen's Bench on
January 13, 2011.
Pursuant to the Arrangement, which was effective at 12:01 a.m. (Calgary
time) on January 14, 2011 (the "Effective Time"), New Island reorganized its share capital into Class A common shares
("New Island Class A Shares") and Class B convertible common shares ("New Island Class B Shares") and transferred all of its interest in the Pine Cove Mine and Mill
and all future cash flows generated therefrom (the "Pine Cove Interest") to Anaconda in exchange for 11,307,827 common shares of Anaconda (the
"Anaconda Shares"), on the basis of 0.45 of an Anaconda Share for each one common share
of New Island outstanding immediately prior to the Effective Time
(other than those held by Anaconda) (the "New Island Shares"). At the Effective Time, New Island immediately distributed the
Anaconda Shares to its shareholders on the basis of 0.45 Anaconda Share
for each New Island Share.
In addition, former shareholders of New Island (the "Tendered New Island Shareholders") who tendered their New Island Shares to Anaconda pursuant to
Anaconda's takeover bid offer in the summer of 2010 (the "Offer") received an aggregate of 752,969 Anaconda Shares as a top up to the
Anaconda Shares they previously received, on the basis of 0.03 of an
Anaconda Share for each one New Island Share they tendered (being the
difference between the 0.42 share exchange ratio pursuant to the Offer
and the 0.45 share exchange ratio pursuant to the Arrangement).
At the Effective Time, 25,098,879 New Island Shares acquired by Anaconda
pursuant to the Offer were initially exchanged for New Island Class B
Shares and were then transferred to the Tendered New Island
Shareholders on the basis of one New Island Class B Share for each of
the New Island Shares they tendered to the Offer. Upon the transfer to
the Tendered New Island Shareholders, the New Island Class B Shares
were converted into an equal number of New Island Class A Shares.
In addition, at the Effective Time, all New Island Shares held by
shareholders (other than Anaconda) were exchanged for New Island Class
A Shares. The New Island Class A Shares are scheduled to commence
trading on the TSX Venture Exchange as of January 14, 2011.
In addition to the 12,060,796 Anaconda Shares issued pursuant to the
Plan of Arrangement, Anaconda had issued 10,541,520 Anaconda Shares
pursuant to the Offer, for an aggregate total of 22,602,315 Anaconda
In order for the shareholders of New Island to receive their entitlement
to the New Island Class A Shares and Anaconda Shares pursuant to
Arrangement, they must deliver a completed Letter of Transmittal with
their share certificate(s) and other required documentation to New
Island's Depositary agent, CIBC Mellon Trust Company by no later than
January 14, 2017 thereafter the New Island Shares will cease to
represent a right to receive New Island Class A Shares or Anaconda
Anaconda is a Toronto, Canada-based mining and exploration company
focused on operating the Pine Cove gold mine located near Baie Verte in
Newfoundland, Canada and, with its joint venture partner, Inversiones
SBX Limitada, advancing the development and exploration of its iron ore
portfolio in Chile.
About New Island
New Island is a diversified junior exploration company holding gold and
base metal properties in the Province of Newfoundland and Labrador. New
Island has entered into an agreement for the sale of its interest in
the gold mine and mill project at Pine Cove in central Newfoundland.
Additional Information concerning this sale and New Island may be
obtained on New Island's website at: www.newislandresources.com or from the System for Electronic Document Analysis and Retrieval
(SEDAR) website at: www.sedar.com under New Island's profile.
This news release contains "forward-looking information" within the
meaning of applicable Canadian securities laws. Forward-looking
information includes, but is not limited to, information concerning the
plan of arrangement between Anaconda and New Island and matters
relating thereto. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as "plans",
"expects", or "does not expect", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "does not
anticipate", or "believes" or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of
management at the date the information is made, and is based on a
number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking information. Many of these assumptions are based on
factors and events that are not within the control of Anaconda or New
Island and there is no assurance they will prove to be correct. Factors
that could cause actual results to vary materially from results
anticipated by such forward-looking information include changes in
market conditions, variations in ore grade or recovery rates,
fluctuating metal prices, changes in project parameters, the
possibility of project cost overruns or unanticipated costs and
expenses, labour disputes and other risks of the mining industry,
failure of plant, equipment or processes to operate as anticipated as
well as those risk factors discussed in Anaconda's Annual Information
Form for the year ended May 31, 2010 and New Island's Management
Information Circular dated December 15, 2010, available at www.sedar.com. Although Anaconda and New Island have attempted to identify important
factors that could cause actual actions, events or results to differ
materially from those described in forward-looking information, there
may be other factors that cause actions, events or results not to be
anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information Anaconda and New Island undertake no
obligation to update forward-looking information if circumstances or
management's estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place undue
reliance on forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
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.
SOURCE Anaconda Mining Inc.
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