TORONTO, Aug. 27 /CNW/ - Marathon PGM Corporation ("Marathon" or "the
Company") today announced that it has completed the compulsory acquisition
procedure set out in the British Columbia Business Corporations Act ("BCBCA")
to acquire the remaining Discovery PGM Exploration Ltd. ("Discovery") common
shares not acquired pursuant to the take-over bid offer announced on April 7,
2008 (the "Offer"). Under the BCBCA, since the Company had acquired more than
90% of Discovery's outstanding common shares under the Offer that expired on
May 28, 2008, it was entitled to acquire Discovery's remaining outstanding
common shares. Under the compulsory acquisition, the Company has issued 0.0794
of a Marathon common share for every Discovery share, the same share exchange
ratio as under the Offer.
Any Discovery shareholder that (i) is a U.S. Person (as such term is
defined in Regulation S under the United States Securities Act of 1933, as
amended) or (ii) holds Discovery shares on behalf of a U.S. Person or (iii) is
a shareholder resident in a jurisdiction in which Marathon shares may not be
lawfully delivered will receive the cash proceeds from the sale of the
Marathon shares that would have otherwise been distributed to them.
The Company has now issued a total of 2,403,229 common shares in exchange
for Discovery's total outstanding common shares pursuant to the Offer.
Early Warning Requirements under Applicable Securities Laws
As a result of the compulsory acquisition of the additional Discovery
Shares, Marathon has now acquired an aggregate of 30,267,368 common shares of
Discovery, which represents 100% of the common shares of Discovery. There are
warrants to purchase 200,000 Discovery common shares that have not been
exercised. The Company has begun negotiations with the holders regarding the
potential purchase of the warrants.
This press release shall not constitute an offer to purchase or a
solicitation of an offer to sell securities in any jurisdiction. A copy of the
early warning report filed pursuant to the applicable securities legislation
is available online at www.sedar.com under Discovery's profile or may be
obtained by contacting Marathon at 330 Bay Street, Suite 1505, Toronto,
Ontario, M5H 2S8, Telephone 416-861-0851.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: Except for
statements of historical fact relating to the Company, certain information
contained herein constitutes "forward-looking statements". Forward-looking
statements are frequently characterized by words such as "plan," "expect,"
"project," "intend," "believe," "anticipate" and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made and are subject to a variety of
risks and uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the forward-looking
statements. These risks and uncertainties include but are not limited to those
identified and reported in Management's Discussion and Analysis for the year
ended December 31, 2007. Circumstances or management's estimates or opinions
could change, and management disclaims any obligation to revise or update
forward-looking statements, whether for new information, future events or
otherwise. The reader is cautioned not to place undue reliance on
On Behalf of Marathon PGM:
"Phillip C. Walford"
Phillip C. Walford, P.Geo.
President, Chief Executive Officer
For further information:
For further information: David Leng, P.Geo: firstname.lastname@example.org, Tel:
(905) 537-5377; Fax: (416) 861-1925