TORONTO, Dec. 23 /CNW/ - GOLDEN HARKER EXPLORATIONS LIMITED (the "Corporation"), UNION GOLD INC. ("Union") (TSX-V: "UN"), MILESTONE EXPLORATION LIMITED ("Milestone"), SHELDON-LARDER MINES, LIMITED ("Sheldon Larder") and WOOD-CROESUS GOLD MINES, LIMITED ("Wood-Croesus") (collectively referred to as the "Amalgamating Corporations") are pleased to announce that their respective shareholders have approved the amalgamation (the "Amalgamation") among such Amalgamating Corporations.
The Amalgamation will become effective on January 1, 2010. After giving effect to the Amalgamation the resulting issuer, Jubilee Gold Inc., will have approximately 20,000,000 common shares issued and outstanding on a fully diluted basis. The share exchange ratios for each Amalgamating Corporation were approved as follows: (i) for every one common share of Union, shareholders will receive 0.557 Jubilee Gold Inc. common shares, (ii) for every one common share of the Corporation, shareholders will receive 0.393 Jubilee Gold Inc. common shares, (iii) for every one common share of Milestone, shareholders will receive 1.749 Jubilee Gold Inc. common shares, (iv) for every one common share of Sheldon Larder, shareholders will receive 0.269 Jubilee Gold Inc. common shares, and (v) for every one common share of Wood-Croesus, shareholders will receive 0.367 Jubilee Gold Inc. common shares.
The TSX Venture Exchange (the "TSXV") has conditionally approved the amalgamation and the common shares of Jubilee Gold Inc. will be listed and posted for trading on the TSXV. Jubilee Gold Inc. is expected to have approximately $784,000 working capital and no material debt as of the effective date of the Amalgamation, January 1, 2010. The TSXV condition of approval is that the resulting amalgamated corporation, Jubilee Gold Inc., proceed forthwith to commission National Instrument 43-101 compliant technical reports for both the Golden Harker property and the Monro property.
The amalgamation resolution was approved by 100% of the votes cast by holders of common shares of the Corporation, of which more than 50% of the approval votes were cast by minority shareholders.
Jeffrey J. Becker, President, CEO and CFO of the Corporation said, "This is an historic decision, which will benefit all stakeholders."
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.
In the case of Union, its shareholders also approved (by vote exceeding two-thirds of the votes cast on the matter) the continuation of Union from the Alberta jurisdiction to the Ontario jurisdiction as a condition precedent to the proposed Amalgamation.
Additionally, a general by-law and a stock option plan for Jubilee Gold Inc. were presented and approved by a majority vote at the special meetings of each Amalgamating Corporation.
This release contains forward-looking statements which reflect the current views of the respective management of the Amalgamating Corporations 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 respective board of directors of the Amalgamating Corporations as of the date of this release and any changes in the assumptions or external factors could produce significantly different results.
SOURCE GOLDEN HARKER EXPLORATIONS LIMITED
For further information: For further information: Sigrid Ades, Secretary-Treasurer, Office: (416) 364-0042, Email: firstname.lastname@example.org