/THIS PRESS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Dec. 30 /CNW/ - Argonaut Gold Ltd. (formerly capital pool company Intuitivo Capital Corporation) ("Argonaut Gold" or the "Corporation") (TSX: AR), is pleased to announce that, further to its press release dated November 24, 2009, it has completed the acquisition of all of the outstanding securities of Argonaut Gold Inc. ("Argo") constituting its "Qualifying Transaction" (within the meaning of the policies of the TSX Venture Exchange). Prior to the completion of the Qualifying Transaction, the Corporation effected a consolidation of its outstanding common shares on the basis of one post-consolidated common share for every 30 pre-consolidated common shares (the "Consolidation") and changed its name from Intuitivo Capital Corporation ("Intuitivo") to "Argonaut Gold Ltd.". The Consolidation and the name change, among other matters, were approved by the shareholders of the Corporation at an annual and special meeting of shareholders held on December 23, 2009.
The Qualifying Transaction was completed by way of a three-cornered amalgamation (the "Amalgamation") whereby Argo amalgamated with a wholly-owned subsidiary of the Corporation and shareholders of Agro received post-Consolidation common shares of the Corporation ("Argonaut Gold Shares") on the basis of one Argonaut Gold Share for each common share of Argo (the "Exchange Ratio"). In connection with the completion of the Qualifying Transaction, the Argonaut Gold Shares will be listed on the Toronto Stock Exchange effective at 5:01 p.m. (Toronto time) on December 30, 2009 under the symbol "AR" and will be de-listed from the TSX Venture Exchange.
As a result of the completion of the Amalgamation, the Corporation indirectly holds common shares of Castle Gold Corporation ("Castle"), including options to acquire common shares of Castle, representing approximately 91.25% of the outstanding common shares of Castle on a fully-diluted basis which were acquired by Argo pursuant to its all cash takeover bid of all of the outstanding common shares of Castle. (See news release of Argo dated December 30, 2009). Castle is a federally incorporated gold company engaged in exploration, mine development and production activities on gold-bearing properties in Mexico and Guatemala with its primary assets being the production-stage El Castillo Project and the exploration-stage La Fortuna Project, both located in the State of Durango, Mexico. Following completion of the Qualifying Transaction, the management and directors of Argonaut Gold are as follows:
- Peter C. Dougherty, President and Chief Executive Officer and a
- Curtis K. Turner, Chief Financial Officer
- Edgar A. Smith, Chief Operating Officer and Corporate Secretary
- Brian J. Kennedy, Director
- Christopher R. Lattanzi, Director
- Dale C. Peniuk, Director
On the business day immediately prior to the completion of the Amalgamation, each of the 51,500,000 subscription receipts (the "Argo Subscription Receipts") issued by Argo on November, 20, 2009 pursuant to a brokered private placement completed by Argo through GMP Securities L.P. as agent ("GMP") were automatically exercised, without the payment of any additional consideration, for one unit of Argo in accordance with their terms. Each Argo unit consisted of one common share of Argo (an "Argo Share") and one-half of one common share purchase warrant of Argo (each whole warrant an "Argo Warrant"). At the effective time of the Amalgamation, among other things, outstanding Argo Shares (including those Argo Shares issued upon the automatic exercise of the Argo Subscription Receipts) and Argo Warrants were exchanged for Argonaut Gold Shares and common share purchase warrants of Argonaut Gold ("Argo Replacement Warrants"), respectively, on the basis of the Exchange Ratio. Each Argo Replacement Warrant entitles the holder thereof to purchase one Argonaut Gold Share at an exercise price of $4.50 until December 29, 2012. In addition, under the Amalgamation outstanding compensation options issued in connection with the private placement to acquire 1,500,000 Agro Shares at a price of $4.50 per share until December 29, 2012 were exchanged for compensation options of Argonaut Gold ("Argo Replacement Broker Options") to acquire Argonaut Gold Shares having the same terms and conditions.
No fractional Argonaut Gold Shares were issued pursuant to the Consolidation. If, as a result of the Consolidation, a holder of pre-consolidation common shares was otherwise entitled to a fraction of an Argonaut Gold Share, the number of Argonaut Gold Shares issuable to such shareholder was rounded down to the nearest whole number. As a result of the Amalgamation, there are 55,750,000 Argonaut Gold Shares outstanding, of which 55,500,000 Argonaut Gold Shares, representing approximately 99.6 per cent of the currently outstanding Argonaut Gold Shares, are held by the former Argo shareholders. In addition, an aggregate of 27,274,998 Argonaut Gold Shares have been reserved for issue upon the exercise of Argo Replacement Warrants, Argo Replacement Broker Options and former stock options of Intuitivo.
For further information regarding the Qualifying Transaction, Argonaut Gold Ltd. and Argo, please see the filing statement of Intuitivo Capital Corporation dated December 21, 2009 which is available on SEDAR at www.sedar.com
Cautionary Note Regarding Forward-looking Statements
This news release contains forward-looking statements (including, without limitation, information regarding the Qualifying Transaction and the business opportunities of the resulting issuer after giving effect to the Qualifying Transaction) that involve risks and uncertainties that could cause results to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: any significant disruptions affecting operations at the Castle Gold Projects, whether due to labour disruptions, supply disruptions, damage to equipment or otherwise; the exchange rate between the Canadian dollar, the Mexican peso and the U.S. dollar may not remain consistent with current levels; certain price assumptions for gold; the prices for energy and other key supplies may not remain consistent with current levels; production forecasts may fail to meet expectations; the current mineral reserve and resource estimates of the Castle Gold Projects could be inaccurate. The matters discussed in this news release also involve risks and uncertainties described in Argonaut Gold Ltd.'s (formerly Intuitivo Capital Corporation) continuous disclosure documents filed from time to time with the Canadian securities regulatory authorities. Except as required by law, Argonaut Gold Ltd. assumes no obligation to update the forward-looking information contained in this new release.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction, including the information contained in this news release, may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.
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 INTUITIVO CAPITAL CORPORATION
For further information: For further information: Peter C. Dougherty, President and Chief Executive Officer, Tel: (775) 852-1075, Email: email@example.com