TORONTO, Jan. 12 /CNW/ - Anatolia Minerals Development Limited ("Anatolia" or the "Company")
[TSX:ANO] announced today that Institutional Shareholder Services ("ISS",
formerly RiskMetrics) has recommended that its clients vote in favor of the share issuance resolution approving the merger with Avoca
Resources Limited ("Avoca"), whereby the two companies would combine to
create a new leading intermediate global gold producer. The combined
company will be called Alacer Gold Corp. ("Alacer Gold"), bringing
together two of the leading junior resource companies in the world.
Under the terms of the merger, Anatolia will acquire all of the issued
and outstanding ordinary shares and options to subscribe for ordinary
shares of Avoca. Assuming the merger becomes effective, each ordinary
Avoca share will be acquired for 0.4453 fully paid Anatolia common
shares and each Avoca option to subscribe for an Avoca ordinary share
will be acquired for 0.4453 options granted by Anatolia to subscribe to
Anatolia common shares. In addition, ISS recommends shareholders vote
FOR the Option Plan, Shareholder Rights Plan and the Name Change
Resolutions as more fully set out in Anatolia's Management Proxy
Circular dated December 15, 2010.
ISS is widely recognized as one of the leading independent proxy voting
and corporate governance advisory firms. Their analyses and
recommendations are relied upon by many major institutional investment
firms, mutual funds and fiduciaries throughout North America.
In its report issued on January 11, 2011 recommending that its clients
vote to approve the share issuance and other resolutions related to the
merger, ISS noted the terms of the transaction and the board's belief
that the merger will create a leading intermediate global gold producer
and enhance value through diversification, growth and scale as a
reasonable rationale. ISS further noted that support is warranted as
the merger was the result of arm's length negotiations following
consideration of other strategic alternatives, is supported by
significant shareholder Pala and no corporate governance concerns are
"We are pleased that ISS, a leading independent proxy research firm, has
supported what the Special Committee and board of directors of Anatolia
believe to be true - that this merger is fair to Anatolia shareholders
and is in the best interest of the Corporation, as this merger
represents a great transaction combining great resources and great
teams to enhance shareholder value through diversification, growth and
scale" said Mr. Edward Dowling, President and CEO of Anatolia. "ISS'
support following their careful review of the proposed transaction is
welcome. We urge shareholders not to delay voting their proxy FOR the
share issuance resolution in order to ensure it is received in time to
be counted at the Special Meeting scheduled for January 31, 2011" he
About the Special Meeting
Anatolia will hold a special meeting of shareholders to approve the
share issuance and other resolutions on January 31, 2011 at 10:00 a.m.
(Toronto time) to be held in the Main Boardroom on the 53rd Floor of
Stikeman Elliot LLP, 5300 Commerce Court West, 199 Bay Street, Toronto,
Ontario, Canada, M5L 1B9. Time is of the essence, a proxy, to be
effective, must be voted in advance of the Special Meeting and no later
than 10:00 a.m. (Toronto Time) on Thursday, January 27th, 2011.
Shareholders who require assistance in voting their proxy may direct
their inquiry to Anatolia's proxy solicitation agent, Phoenix Advisory
Partners, 1-800-504-7752 or firstname.lastname@example.org.
Anatolia is recognized as a leader in exploration and development in
Turkey and, with the start-up of Çöpler, will soon be among Turkey's
leading gold producers. Çöpler is 95% owned by Anatolia and 5% by Lidya
Mining (formerly known as Çalık Mining, see News Release, August 13,
2009). Initial plans at Çöpler are to produce approximately 1.3 million
ounces of gold at costs consistent with the lower end of industry
standards. Average annual production is expected to be about 175,000
gold ounces. Additional production expansion of the oxide and sulfide
gold resource is expected at Çöpler by continuing exploitation of the
large resource and through on-going technical studies and future
development. In addition, Anatolia holds a significant pipeline of
prospective gold and base metal projects.
Anatolia currently has 139.3 million common shares issued and
outstanding, 157.9 million fully diluted. Anatolia's common shares are
listed for trading on the Toronto Stock Exchange under the symbol "ANO."
Except for statements of historical fact relating to Anatolia, certain
statements contained in this news release constitute forward-looking
information, future oriented financial information, or financial
outlooks (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking
information may relate to this news release and other matters
identified in Anatolia's public filings, Anatolia's future outlook and
anticipated events or results and, in some cases, can be identified by
terminology such as "may", "will", "could", "should", "expect", "plan",
"anticipate", "believe", "intend", "estimate", "projects", "predict",
"potential", "targeted", "possible", "continue", "objective" or other
similar expressions concerning matters that are not historical facts
and include, but are not limited in any manner to, those with respect
to commodity prices, access to sufficient capital resources, mineral
resources, mineral reserves, realization of mineral reserves, existence
or realization of mineral resource estimates, results of exploration
activities, the timing and amount of future production, the timing of
construction of the proposed mine and process facilities, the timing of
cash flows, capital and operating expenditures, the timing of receipt
of permits, rights and authorizations, communications with local
stakeholders and community relations, status of negotiations of joint
ventures, availability of financing and any and all other timing,
development, operational, financial, economic, legal, regulatory and
political factors that may influence future events or conditions. Such
forward-looking statements are based on a number of material factors
and assumptions, including, but not limited in any manner, those
disclosed in any other of Anatolia's public filings, and include the
ultimate determination of mineral reserves, availability and final
receipt of required approvals, licenses and permits, ability to acquire
necessary surface rights, sufficient working capital to develop and
operate the proposed mine, access to adequate services and supplies,
economic conditions, commodity prices, foreign currency exchange rates,
interest rates, access to capital and debt markets and associated cost
of funds, availability of a qualified work force, lack of social
opposition and legal challenges, and the ultimate ability to mine,
process and sell mineral products on economically favorable terms.
While Anatolia considers these assumptions to be reasonable based on
information currently available to it, they may prove to be incorrect.
Actual results may vary from such forward-looking information for a
variety of reasons, including but not limited to risks and
uncertainties disclosed in other Anatolia filings at www.sedar.com.
Forward-looking statements are based upon management's beliefs,
estimate and opinions on the date the statements are made and, other
than as required by law, Anatolia does not intend, and undertakes no
obligation to update any forward-looking information to reflect, among
other things, new information or future events.
SOURCE Anatolia Minerals Development Limited
For further information:
Edward Dowling, President and CEO, or Douglas Tobler, CFO at (303) 292-1299 or visit www.anatoliaminerals.com.