TORONTO, July 17, 2013 /CNW/ - Wesdome Gold Mines Ltd. ("Wesdome") (TSX:WDO) and Windarra Minerals Ltd. ("Windarra") (TSXV:WRA.V) are pleased to announce that they have executed a letter of intent ("LOI") relating to the proposed acquisition by Wesdome of all of the issued and outstanding common shares of Windarra on the basis of one common share of Wesdome for each ten Windarra Shares held (the "Transaction"). The LOI was negotiated at arm's length and is effective as of July 16, 2013.
Donovan Pollitt, President of Wesdome, stated "Clearly, the combined assets in the Mishi mining camp offer increased potential for both parties. We see Mishi as an excellent long-term asset and Windarra's properties complement ours. To date we have mined over one million ounces from this camp and with the Mishi Mine's early success, we feel we are just scratching the surface."
John Pallot, President of Windarra, stated "We've been considering the combination of our assets in this camp for some time. In our opinion this ratio is historically relevant and fair. The combination of land with existing mining infrastructure, reserves and a mining team clearly makes a stronger regional asset base which we will all benefit from in the future."
Completion of the Transaction will be subject to the execution of a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") setting forth the detailed terms of the Transaction, to be signed on or before July 29, 2013 (or such other date as may be mutually agreed in writing by Windarra and Wesdome). The legal structure for the Transaction will be determined after the parties have considered all applicable tax, securities law, and accounting efficiencies.
The Transaction will also be subject to: (i) requisite approval by the shareholders of Windarra and the appropriate regulatory bodies; (ii) all of the outstanding options and warrants to acquire Windarra Shares having been exercised or cancelled; (iii) Wesdome having received executed voting support agreements from each of the directors and officers of Windarra and such other security holders of Windarra as may be agreed to by Windarra and Wesdome; and (iv) other standard closing conditions, including the approval of the directors of each of Windarra and Wesdome of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Windarra and Wesdome.
Following completion of the proposed Transaction, it is expected that Windarra will be a private company wholly-owned by Wesdome.
Wesdome is in its 26thyear of continuous mining operations in Canada. It currently has two producing gold mines in Wawa, Ontario and owns the Kiena Complex in Val d'Or, Québec. Wesdome has approximately 101.8 million common shares issued and outstanding which trade on the Toronto Stock Exchange under the symbol "WDO".
Windarra is an established Canadian exploration company. It has actively been involved in exploration and development projects in the Mishibishu Greenstone belt for 20 years, and holds a further 100% interest in the two Mishi mining leases consisting of approximately 705 hectares in the Mishibishu Lake township and a 25% interest in the Magnacon East property. It has 40.3 million Windarra Shares outstanding and trades on the TSX Venture Exchange under the symbol "WRA".
This news release contains "forward-looking information" which may include, but is not limited to, statements with respect to the proposed Transaction between Windarra and Wesdome, the expected timetable for completing the Transaction, future financial and operating results, benefits and synergies of the Transaction, future opportunities for Wesdome and any other statements about the future expectations, beliefs, goals, plans or prospects expressed by the management of either Windarra or Wesdome. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Windarra and/or Wesdome to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements contained herein are made as of the date of this press release and each of Windarra and Wesdome disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Each of Windarra and Wesdome undertakes no obligation to update forward-looking statements if circumstances, management's estimates or opinions should change, except as required by securities legislation. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.
SOURCE: Wesdome Gold Mines Ltd.
For further information:
For further information respecting Wesdome, please contact:
Donovan Pollitt, P.Eng., CFA
President & CEO
Wesdome Gold Mines Ltd.
For further information respecting Windarra, please contact:
Windarra Minerals Ltd.