TORONTO, Jan. 4, 2013 /CNW/ - JUBILEE GOLD INC. (the "Corporation") (TSXV: JUB), ANSIL RESOURCES LTD. ("Ansil") AND MICON GOLD INC. ("Micon") (collectively referred to as the "Amalgamating Corporations") are pleased to announce that their respective shareholders approved the amalgamation (the "Amalgamation") among such Amalgamating Corporations on December 31, 2012. The Amalgamation was implemented on January 1, 2013 by the filing of Articles of Amalgamation.
As a result of the Amalgamation, the resulting issuer Jubilee Gold Exploration Ltd. ("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 0.221 Jubilee Exploration common shares, (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.
The TSX Venture Exchange (the "TSXV") has conditionally approved the Amalgamation. Following receipt of final acceptance of the TSXV, the common shares of Jubilee Exploration will be listed and posted for trading on the TSXV under the trading symbol "JUB". All conditions precedent contemplated by the Amalgamation Agreement relating to the amalgamation among the Amalgamating Corporations, other than TSXV final acceptance, have been satisfied.
The resolution respecting the Amalgamation was approved by a majority of the minority shareholders with common shares beneficially owned or controlled by the issuer, interested parties and any related parties thereto excluded from the vote.
Jeffrey J. Becker, President and CEO 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.
Additionally, a general by-law and a stock option plan for Jubilee Gold Exploration Ltd. were presented and approved by a majority vote at the special meetings of each Amalgamating Corporation.
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