TORONTO, Nov. 18 /CNW/ - UNION GOLD INC.: ("Union Gold") (TSX-V: "UN"), GOLDEN HARKER EXPLORATIONS LIMITED ("Golden Harker"), 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 boards of directors have approved a proposed amalgamation (the "Amalgamation") among such Amalgamating Corporations. The proposed Amalgamation is subject to the approval of the shareholders of such Amalgamating Corporations and the approval of the applicable securities regulatory authorities. The Amalgamating Corporations plan on holding special meetings (the "Special Meetings") of their respective shareholders on December 21, 2009 to consider and approve the proposed Amalgamation and matters related thereto. It is anticipated that the resulting amalgamated corporation ("Amalco") will benefit from, amongst other things, the synergies resulting from a larger corporation with greater and more varied assets, a larger equity and income base and enhanced opportunities, which will help facilitate the financing of future growth and expansion. The proposed Amalgamation will permit operation of the businesses of the Amalgamating Corporations on a more expeditious and cost effective basis. The proposed name of the amalgamated entity is Jubilee Gold Inc.
Detailed management information circulars in respect of the Special Meetings of shareholders for each of the Amalgamating Corporations will be mailed to shareholders when formal notices of those Special Meetings are given.
Because each of the Amalgamating Corporations are directly or indirectly controlled by Jeffrey J. Becker, the proposed Amalgamation is considered a "related party transaction" and subject to the provisions of Multilateral Instrument 61-101. Accordingly, the proposed Amalgamation will require approval by a "majority of the minority" shareholders for each of the Amalgamating Corporations as well as the statutory approval of at least two-thirds of the shareholders voting on the matter.
In reviewing the proposed Amalgamation, the board of directors of each of the Amalgamating Corporations considered the merits and fairness of the transaction to their respective shareholders. As a component of such review, the Amalgamating Corporations, as a collective group, retained a qualified independent valuator to provide a formal valuation for each of the Amalgamating Corporations.
Based on the formal valuation, the Amalgamating Corporations determined the applicable share exchange ratios for which the existing common shares of the respective Amalgamating Corporations will be exchanged for Amalco common shares ("Amalco Common Shares"). It is contemplated that the proposed Amalgamation will result in the issuance of approximately an aggregate of 20,000,000 Amalco Common Shares to former shareholders of the Amalgamating Corporations based on the following share exchange ratios: (i) for every one common share of Union Gold, shareholders will receive 0.557 Amalco Common Shares, (ii) for every one common share of Golden Harker, shareholders will receive 0.393 Amalco Common Shares, (iii) for every one common share of Milestone, shareholders will receive 1.749 Amalco Common Shares, (iv) for every one common share of Sheldon Larder, shareholders will receive 0.269 Amalco Common Shares, and (v) for every one common share of Wood-Croesus, shareholders will receive 0.367 Amalco Common Shares.
The current issued and outstanding number of common shares of each of the Amalgamating Corporations are as follows: (i) 12,535,084 common shares of Union Gold, (ii) 15,535,885 common shares of Golden Harker, (iii) 871,238 common shares of Milestone, (iv) 16,812,516 common shares of Sheldon Larder, and (v) 2,371,031 common shares of Wood-Croesus.
In the case of Union Gold, its shareholders must also approve (by vote of two-thirds of the votes cast on the matter) the continuation of Union Gold 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 Amalco will be presented to the Special Meetings. A majority of votes cast on these matters is required in order for those matters to be approved.
In order for the proposed Amalgamation to become effective, all applicable corporate, shareholder and regulatory approvals must first be obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all. Investors are cautioned that, except as disclosed in publicly disseminated press releases of the Amalgamating Corporations and management information circulars to be prepared in connection with the proposed Amalgamation, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Union Gold should also be considered speculative at this time based on the information contained herein.
The Amalgamating Corporations are all junior resource mining companies and with the exception of Union Gold, their common shares are not listed for trading on any stock exchange.
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 UNION GOLD INC.
For further information: For further information: Sigrid Ades, Secretary-Treasurer, Office: (416) 364-0042, Email: email@example.com