/NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWS WIRE SERVICES/
- CAG Proposes De-listing of its Ordinary Shares from AIM and re-registration as private limited company
- New Dawn's subsidiary to establish third-party trading facility to purchase Ordinary Shares from minority shareholders of CAG
TORONTO, Dec. 1 /CNW/ - New Dawn Mining Corp. (TSX: ND) ("New Dawn" or the "Company") announced that the board of directors of CAG has announced its intention to seek the cancellation of CAG's ordinary shares from trading on AIM and to re-register CAG as a private limited company (collectively, the "CAG Proposals"). The Company's indirect wholly-owned subsidiary, NDM (UK) Ltd., currently holds approximately 88.7% of the outstanding ordinary shares of CAG. NDM (UK) Ltd. has undertaken to vote in favour of the CAG Proposals at the general meeting of shareholders of CAG to be held on December 22, 2010.
In conjunction with the de-listing of CAG shares from AIM, NDM (UK) Ltd. has agreed to engage HB Markets Plc ("HB") to operate a third-party trading facility in the United Kingdom. Under such trading facility, minority shareholders of CAG may notify HB that they are prepared to sell their CAG ordinary shares to NDM (UK) Ltd. at a set price of 0.6 pence per share. Following receipt of such notices, HB will facilitate the share transaction. The CAG minority shareholders are not obligated to sell their shares.
The 113,673,710 ordinary shares outstanding held by the CAG minority shareholders represent approximately 11.3% of the ordinary shares of CAG currently outstanding. At the set price in cash of 0.6 pence per share (equivalent to approximately US$0.009 per share, based on the rate on Tuesday, November 30, 2010, as posted by the Bank of Canada), if all of the CAG minority shareholders avail themselves of the opportunity to dispose of their ordinary shares under the trading facility, it would represent a total cash outlay of approximately US$1,060,000. New Dawn has agreed to advance to NDM (UK) Ltd., by way of loan, sufficient funds to pay for the CAG ordinary shares purchased pursuant to the trading facility. The trading facility will be established for a period of two months, and may be extended at the sole discretion of the board of NDM (UK) Ltd.
This news release is intended for distribution in Canada only and is not intended for distribution to United States news wire services or dissemination in the United States. This news release does not constitute an offer to acquire CAG ordinary shares. The third-party trading facility referred to above involves the securities of CAG, an English company. The solicitation of proxies by management of CAG made in connection with such matter is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934 (as amended).
About New Dawn …
New Dawn is a Zimbabwe-focused junior gold company currently expanding gold production at its wholly-owned Turk and Angelus Mines and, with its June 2010 investment in which it acquired an indirect 88.7% controlling interest in CAG, New Dawn is targeting consolidated annualized gold production of 50,000 to 60,000 ounces within the next 18 to 24 months, increasing to 100,000 ounces of annualized gold production within the next 4 to 5 years.
Having recently filed a new NI 43-101-compliant mineral reserve and resource estimate for the CAG properties, New Dawn's total attributable mineral reserves, including its Turk and Angelus Mines, increased 32% to 220,000 ounces of gold grading 3.81 g/t from 1,785,000 tons of mineralized material. The attributable mineral reserves are comprised of attributable proven mineral reserves of 109,400 ounces of gold grading 3.69 g/t from 874,700 tons of mineralized material and attributable probable mineral reserves of 110,600 ounces of gold grading 3.78 g/t from 910,300 tons of mineralized material.
Additionally, New Dawn's total attributable measured and indicated mineral resources (inclusive of attributable mineral reserves) increased by 92% to 1,558,400 ounces of gold grading 2.37 g/t from 20,436,000 tons of mineralized material and New Dawn's total attributable inferred mineral resources increased by 54% to 552,600 ounces of gold grading 4.95 g/t from 3,477,000 tons of mineralized material.
Presently, New Dawn operates 3 significant gold camps in Zimbabwe, where it owns 6 mines, 3 of which are currently producing gold and expanding production annually. Ultimately, New Dawn looks to becoming a leading gold mining company in Zimbabwe, active in both gold production and gold exploration, by employing modern mining techniques and deploying capital in a country that is geologically rich, highly prospective, and vastly under explored.
The TSX has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release.
The contents of this news release were supervised and reviewed by Ian R. Saunders, B.Sc., who is President, Chief Executive Officer, and a Director of New Dawn Mining Corp., and who is a Qualified Person within the meaning of NI 43-101.
Special Note Regarding Forward-Looking Statements: Certain statements included or incorporated by reference in this news release, including information as to the future financial or operating performance of the Company, its subsidiaries and its projects, constitute forward-looking statements. The words "believe," "expect," "anticipate," "contemplate," "target," "plan," "intends," "continue," "budget," "estimate," "may," "schedule" and similar expressions identify forward-looking statements. Forward-looking statements include, among other things, statements regarding targets, estimates and assumptions in respect of gold production and prices, operating costs, results and capital expenditures, mineral reserves and mineral resources and anticipated grades and recovery rates. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company's actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company. Such factors include, among others, risks relating to reserve and resource estimates, gold prices, exploration, development and operating risks, political and foreign risk, uninsurable risks, competition, limited mining operations, production risks, environmental regulation and liability, government regulation, currency fluctuations, recent losses and write-downs and dependence on key employees. See "Risk Factors" in the Company's Annual Information Form - 2009. Due to risks and uncertainties, including the risks and uncertainties identified above, actual events may differ materially from current expectations. Investors are cautioned that forward-looking statements are not guarantees of future performance and, accordingly, investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein. Forward-looking statements are made as of the date of this press release and the Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or results or otherwise.
For further information: For further information:
Investor Relations Contact: Richard Buzbuzian +1 416.585.7890
President and Chief Executive Officer: Ian R. Saunders +1 416.585.7890
Visit us on the internet: http://www.newdawnmining.com or
Email us at: [email protected]