TORONTO, Jan. 28, 2013 /CNW/ - JUBILEE GOLD INC. (the "Corporation") (TSXV: JUB) announces that it has received final approval from the TSX Venture Exchange ("TSXV") with respect to its amalgamation (the "Amalgamation") with Ansil Resources Ltd. ("Ansil") and Micon Gold Inc. ("Micon") (collectively referred to as the "Amalgamating Corporations") which was approved by the shareholders of each of the Amalgamating Corporations on December 31, 2012. The Amalgamation was implemented on January 1, 2013 by the filing of Articles of Amalgamation. The common shares of the resulting issuer Jubilee Gold Exploration Ltd. ("Jubilee Exploration") have been listed and posted for trading on the TSXV under the trading symbol "JUB". With the final approval of the TSXV, all conditions precedent contemplated by the agreement relating to the Amalgamation among the Amalgamating Corporations have been satisfied.
As a result of the Amalgamation, Jubilee Exploration will have approximately 10,361,806 common shares issued and outstanding on a fully diluted basis (subject to a fractional rounding down) as no fractional shares of Jubilee Exploration will be issued. The share exchange ratios for each Amalgamating Corporation were approved as follows: (i) for every one common share of the Corporation, shareholders will receive 0.212 Jubilee Exploration common shares (incorrectly stated as 0.221 in the January 4, 2013 press release of the Corporation), (ii) for every one common share of Ansil, shareholders will receive 0.551 Jubilee Exploration common shares and (iii) for every one common share of Micon, shareholders will receive 1.035 Jubilee Exploration common shares. Jubilee Exploration has sent letters of transmittal to shareholders of the Amalgamating Corporations. Each shareholder of the Amalgamating Corporations is encouraged to send in a completed letter of transmittal to complete the share exchange.
For further information regarding the Amalgamation, please refer to the detailed management information circular in respect of the special meeting of shareholders of the Corporation which was mailed to the shareholders and filed on SEDAR at www.sedar.com under the Corporation's profile.
This release may contain forward-looking statements which reflect the current views of the management of the Corporation as to future events and operations. These forward-looking statements are based on assumptions and external factors, including assumptions relating to competitive market conditions, financial data, and other risks or uncertainties detailed from time to time in the filings made by the Amalgamating Corporations with securities regulatory authorities. These forward-looking statements represent the judgment of the board of directors of the Corporation as of the date of this release and any changes in the assumptions or external factors could produce significantly different results.
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: JUBILEE GOLD INC.
For further information:
Sigrid Ades, Secretary-Treasurer and CFO
Office: (416) 364-0042