Bolero announces intention to make a take-over bid for Gryphon Gold
Corporation
Highlights of the Proposed Offer: --------------------------------- - Based on the number of fully diluted Gryphon Gold common shares, as publicly disclosed, Bolero would plan to issue under the proposed offer approximately 35,098,702 million common shares (equivalent to 64% of the enlarged Bolero share capital) to Gryphon Gold shareholders. - Bolero's offer would extend to all Gryphon Gold common shares that are currently issued and outstanding or may be issued prior to the expiry of the proposed offer, upon conversion, exchange or exercise of any Gryphon Gold securities or other entitlements. - Based on the closing price of Bolero's common shares on January 19th, 2010, the implied offer price would represent a premium of approximately 25% based on the latest closing price on January 19th, 2010 and 25.8% on the 21-day volume weighted average price to the same date of Gryphon Gold's common shares, respectively. Background: -----------
It was Bolero's intention to proceed with a friendly offer. On
Details of the Offer: ---------------------
Full details of the offer will be contained in a formal offer and takeover bid circular to be filed with applicable security regulatory authorities and mailed to Gryphon Gold shareholders. Bolero expects to formally launch the offer as soon as Bolero completes further due diligence on Gryphon Gold. Any offer will remain open for at least 35 days following the commencement of the offer.
Bolero will formally request from Gryphon Gold a list of shareholders for the purpose of disseminating the offer documents to such holders.
The proposed offer, when and if made by Bolero will be subject to certain customary conditions of completion, including:
- That a minimum of 66-2/3% of the outstanding common shares of Gryphon Gold on a fully diluted basis are tendered to the offer; - Receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange; - Absence of any material undisclosed litigation or liabilities; - Absence of any material and adverse changes; - No untrue statements or omissions in Gryphon's public disclosure; - Other usual and customary conditions of offers of this type.
Bolero has engaged Aird & Berlis LLP as legal counsel in connection with the proposed offer.
This transaction is subject to acceptance by the TSX Venture Exchange.
Bolero Resources Corp. is a Canada-based molybdenum mineral development and exploration company. Our primary assets are 100% interests in two significant molybdenum properties located in Montana, USA, which are the Bald Butte and Cannivan Gulch properties. The Company is listed on the TSX-Venture Exchange under the symbol BRU, as well as the
On behalf of the Board of Directors "R. Bruce Duncan" President & CEO
"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."
For further information: For further information: R. Bruce Duncan, President & CEO, (604) 683-3995, Fax: (604) 683-3988, [email protected]; www.boleroresources.ca
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