VANCOUVER and MONTREAL, Dec. 16 /CNW Telbec/ - Kodiak Exploration Limited (TSX-V: KXL, "Kodiak") and Golden Goose Resources Inc. (TSX-V: GGR, "Golden Goose") are pleased to announce that, further to their joint news releases dated August 31, 2010 and December 13, 2010, the business combination between the companies by way of a statutory plan of arrangement pursuant to the provisions of the Companies Act of Québec (the "Arrangement") was approved by the Superior Court of Quebec on December 14, 2010 and closed effective at 12:01 am (Montreal time) earlier today.
Pursuant to the Arrangement, Golden Goose shareholders will (subject to the provisions for Small Lot Holders set out below) receive 1.2 Kodiak shares and one quarter of one non-transferable Kodiak warrant for each Golden Goose share surrendered, where each whole warrant entitles its holder to purchase one Kodiak share at a price of $0.45 for a period of three years. Outstanding options to purchase Golden Goose shares ("Golden Goose Options") are to be cancelled and holders of such options are to receive options to purchase such number of Kodiak shares ("Kodiak Options") and at an exercise price that reflects the exchange ratio of 1.2 Kodiak Options for each Golden Goose Option.
Small Lot Holders
As set out in the Golden Goose information circular in respect of the Arrangement dated November 10, 2010, any holder of less than 500 shares of Golden Goose who did not elect prior to the effective date of the Arrangement to receive common shares and warrants of Kodiak in exchange for his or her shares of Golden Goose will receive a cash payment of $0.25 per Golden Goose share held.
Board of Directors of Kodiak
As a result of the closing of the Arrangement, Kodiak is now the sole shareholder of Golden Goose and the board of directors of Kodiak now consists of seven directors, being Michael E.J. Phelps, Thomas Barber, Robert Harrington, Thomas P. Mullan, David Richardson, George Salamis and David Watkins.
Letter of Transmittal
The letter of transmittal that was provided to Golden Goose shareholders with the meeting materials in respect of the Arrangement misstated the exchange ratio. It stated that Golden Goose shareholders would receive one share of Kodiak and one quarter of a Kodiak warrant in exchange for each share of Golden Goose held. The correct exchange ratio is set forth above.
On behalf of the Boards of Directors:
Brian J. Maher
President and Chief Executive Officer, Kodiak Exploration Limited
President and Chief Executive Officer, Golden Goose Resources, Inc.
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:
|Kodiak Exploration Limited|
|Brian J. Maher||Email: firstname.lastname@example.org|
|President and Chief Executive Officer||Website: www.kodiakexp.com|
|Tel.: 1-604-688-9006 Fax: 1-604-688-9029|
|Renmark Financial Communications Inc.|
|Jason Roy: email@example.com|
|Arash Shahi: firstname.lastname@example.org|
|Media -Veronica Ortiz Rodriguez: email@example.com|
|Tel.: (514) 939-3989 or (416) 644-2020|
|Golden Goose Resources Inc.|
|François Perron||Email: firstname.lastname@example.org|
|President and Chief Executive Officer||Website: www.goldengooseres.com|
|Tel.: 1-888-928-466 Fax: 1-888-494-5371|