TORONTO, Sept. 25, 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.
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, which
will bind all Falgold minority shareholders, subject to sanctioning by
the High Court of Zimbabwe. A hearing will be held in the High Court
of Zimbabwe on October 3, 2012 to consider sanctioning of the Scheme.
There are approximately 17,049,000 Falgold ordinary shares held by
Falgold minority shareholders. Under the Scheme, all of those Falgold
ordinary shares would be acquired by New Dawn, in exchange for either
(i) one New Dawn common share for every five Falgold shares, or (ii)
US$0.20 for every one Falgold share. In the event that a Falgold
shareholder does not make an election regarding the form of
consideration that they wish to receive, they will be paid cash for
their Falgold shares.
Upon conclusion of the Scheme, Falgold will become a wholly-owned
subsidiary of New Dawn. The Zimbabwe Stock Exchange (the "ZSE") has,
subject to the fulfillment of the various conditions precedent to the
conclusion of the Scheme, granted approval for the termination of the
listing of Falgold shares on the ZSE. Following the successful
conclusion of the Scheme and the delisting of the ordinary shares of
Falgold from the ZSE, the ZSE has granted approval for the listing of
the common shares of New Dawn on the ZSE. New Dawn's common shares
will continue to trade on the Toronto Stock Exchange.
The Scheme is conditional upon, and will not become effective until, the
satisfaction of various conditions precedent, including the issuance of
an Order of the High Court of Zimbabwe sanctioning the Scheme, the
receipt of necessary regulatory approvals in Canada and Zimbabwe,
including, but not limited to, acceptance by the Toronto Stock Exchange
and exchange control approval by the Reserve Bank of Zimbabwe, and
approval of the transaction by the Board of Directors of New Dawn,
during which time the shares of Falgold will continue to trade on the
ZSE. The satisfaction of all of the conditions precedent could take up
to several months.
The Company expects that a maximum of approximately 2,900,000 common
shares of New Dawn may be issued pursuant to the Scheme. However, a
lesser amount of common shares may be issued, depending on how many
Falgold shareholders elect to receive the cash alternative under the
Scheme. The Reserve Bank of Zimbabwe will require that the New Dawn
common shares listed on the ZSE be endorsed for trade in Zimbabwe only,
save with the consent of the Reserve Bank of Zimbabwe. New Dawn
currently has 43,612,383 common shares issued and outstanding.
Management is continuing efforts to arrange suitable funding on
acceptable terms for the cash portion that may be paid to the Falgold
minority shareholders under the Scheme.
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 (currently not in operation), and a
portfolio of prospective exploration acreage in Zimbabwe. 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: firstname.lastname@example.org