🕐18.01.13 - 00:54 Uhr
PMI AND KEEGAN ANNOUNCE INTERIM ORDER FOR MERGER OF EQUALS
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Thursday, January 17, 2013
PMI And Keegan Announce Interim Order For Merger Of Equals
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Vancouver, January 17, 2013 - PMI Gold Corporation ("PMI") (TSX: PMV,
ASX: PVM, Frankfurt: PN3N.F) and Keegan Resources Inc.
("Keegan") (TSX,
NYSE MKT: KGN) are pleased to announce that further to the previously
announced merger of equals (the "Merger") between the two companies (to
be effected by means of a plan of arrangement (the "Arrangement")), an
interim order of the Superior Court of British Columbia (the "Interim
Order") has been obtained.
The Interim Order provides for, among other
things, the calling and the holding of a special meeting of
shareholders of PMI (the "PMI Shareholders") to consider and approve
the Arrangement.
The granting of the Interim Order was a condition to
the completion of the Merger.
The Shareholder Meetings
A special meeting of the PMI Shareholders is scheduled to be held at
CWA House, 1174 Hay Street, West Perth, Western Australia at 8:30 am
(Perth time) on February 20, 2013 to consider the Arrangement.
The
record date for the special meeting was January 16, 2013.
As well, a special meeting of the Keegan shareholders (the "Keegan
Shareholders") is scheduled to be held at Suite 1500 -- Royal Centre,
1055 West Georgia Street, Vancouver, British Columbia at 4:30 pm
(Vancouver time) on February 19, 2013 to consider certain resolutions
required to give effect to the Arrangement.
The record date for the
Keegan special meeting was also January 16, 2013.
Notices of Special Meetings and a Joint Management Information Circular
relating to both the PMI and Keegan shareholder meetings (the "Joint
Circular") will be mailed to shareholders of both companies shortly.
A
copy of the Joint Circular will also be available on PMIs website at
www.pmigoldcorp.com and on Keegans website at www.keeganresources.com.
It will also be available under the profile of both companies on SEDAR
at www.sedar.com as well as at the Australian Securities Exchange
("ASX") website at www.asx.com.au.
The Merger
If approved by the PMI Shareholders and the Keegan Shareholders, and
subject to final court approval and the satisfaction or waiver of the
conditions to closing, Keegan will acquire all of the outstanding
common shares of PMI.
The combined company will continue under the name
"Asanko Gold Inc." ("Asanko"), reflective of the West Ghana region in
which the two companies hold their principal gold projects.
Asanko will
be led by Peter Breese, the current President and CEO of Keegan and
Collin Ellison, the current Managing Director and CEO of PMI.
Under
terms of the Merger, each PMI Shareholder will receive 0.21 (the
"Exchange Ratio") common shares of Asanko for each PMI share exchanged.
In addition, all outstanding options and warrants of PMI that have not
been duly exercised prior to the effective time of the Arrangement (the
"Effective Time") will be exchanged for options and warrants, as the
case may be, of Asanko that will entitle the holders to receive, upon
exercise thereof, Asanko shares based upon the Exchange Ratio and
otherwise on the same terms and conditions as were applicable to such
PMI options and warrants immediately before the Effective Time.
As
Keegan is the surviving corporate entity, existing Keegan security
holders will not need to exchange their securities in the Merger.
Asanko will maintain its TSX and NYSE MKT listings, and has applied to
list on the ASX subject to completion of the Merger.
In the United
States the issuance of securities of Asanko under the Merger will be
conducted in reliance on the exemption from registration found under
section 3(a)(10) of the Securities Act of 1933.
Asanko will continue to
be a foreign private issuer under United States securities laws.
The Merger will create a combined company with an aggregate market
capitalization expected to be in the $700 million range.
Existing
Keegan Shareholders and PMI Shareholders will each own approximately
50% of Asanko, inclusive of currently in-the-money dilutive securities.
Benefits of the Merger
There are many anticipated benefits of the proposed combination of PMI
and Keegan.
It is anticipated that the formation of Asanko by the
merger will create one of the leading West African gold development
companies within which the expanded technical expertise will unlock the
full value of PMIs Obotan Gold Project and Keegans Esaase Gold
Project in Ghana.
The key anticipated benefits of the Merger to PMI Shareholders and
Keegan Shareholders is summarized but not limited to the
following:About PMI Gold Corporation
PMI is an international gold company which is focused on developing a
substantial West African gold business spanning three emerging mining
centres in south-west Ghana, one of the worlds most prolific gold
producing regions.
PMI has a strong portfolio of assets in Ghana, with
a dominant 70km contiguous landholding in the Asankrangwa Gold Belt
with interests in 9 concessions which comprises the 100% owned Obotan
Gold Project and the 100% owned Asanko Regional Exploration Project.
PMI also holds 2 mining leases and 2 concessions within the Ashanti
Gold Belt which comprises the advanced exploration Kubi Gold Project.
The Obotan Gold Project (Measured Resources of 15.57Mt grading 2.47g/t
Au for 1.23Moz; Indicated Resources of 29.21Mt grading 2.00g/t Au for
1.88Moz; and Inferred Resources of 21.91Mt grading 1.99g/t Au for
1.40Moz, based on a 0.5g/t Au cut-off) is scheduled to start gold
production in 2014 and expected to produce an average of 221,500 oz Au
per year over the first five years.
Mineral Resources is based on a
resource estimate audited by Mr Peter Gleeson, who is a full time
employee of SRK Consulting.
Mr Gleeson is a Member of the Australian
Institute of Geoscientists (MAIG) with sufficient experience relevant
to the style of mineralization and type of deposit under consideration
and to the activity undertaken to qualify as a Competent Person as
defined in the 2004 Edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves and as defined
in terms of NI43-101 standards for resource estimation of gold.
Mr
Gleeson has more than 5 years experience in the field of Exploration
Results and of resource estimation in general and consents to the
inclusion of matters based on information in the form and context in
which it appears.
PMI trades on the TSX, the ASX and the Frankfurt Stock Exchange under
the symbols PMV, PVM and PN3N.F, respectively.
Collin Ellison, Bsc Mining, MIMMM, C.Eng is the Qualified Person within
the definition of that term under NI 43-101, who has assumed
responsibility for the technical disclosure relating to PMI in this
release.
The NI 43-101 compliant technical report outlining the Obotan Project
Mineral Resources and Reserve Estimate and the results of the
Feasibility Study on September 17, 2012 was prepared by GR Engineering
Services Limited, and co-authored by P.
Gleeson, B.Sc.
(Hons), M.Sc,
MAIGS, MGSA, J.
Price, FAusIMM(CP), FGS, MIE(Aust.), R Cheyne, BEng.
(Mining), FAusIMM, CEng (IEI), and G.
Neeling, BAppSc.
(Multidisciplinary) FAusIMM, each of whom is independent for the
purposes of NI 43-101.
About Keegan Resources Inc.
Keegan is a gold development company which has been focussing on near
term gold production at its high grade multi-million ounce Esaase gold
project in Ghana.
Keegan offers investors the opportunity to share
ownership in the rapid exploration and development of high quality pure
gold assets.
Keegan is focused on its wholly owned flagship Esaase gold
project (3.83 million ounces of gold in the Measured and Indicated
category with an average grade of 1.73 g/t Au and 1.25 million ounces
of gold in the Inferred category with an average grade of 1.75 g/t Au,
based on a 0.8 g/t Au cut-off) located in Ghana, West Africa; a highly
favourable and prospective jurisdiction.
Managed by highly skilled and
successful technical and financial professionals, Keegan is well
financed with no debt.
Keegan is also strongly committed to the highest
standards for environmental management, social responsibility, and
health and safety for its employees and neighbouring communities.
Keegan trades on the TSX and the NYSE MKT under the symbol KGN.
Greg McCunn, P.Eng.
of Keegan Resources is the Qualified Person under
NI 43-101 who has assumed responsibility for the technical disclosure
relating to Keegan in this release.
Charles J.
Muller, B.Sc.
Geology (Hons), Pr.Sci.Nat., MGSSA, a Director
of Minxcon Pty Ltd.
of Johannesburg, South Africa and an independent
Qualified Person under NI 43-101 is responsible for any disclosure
related to Keegans Mineral Resources in this release.
Cautionary Note Regarding Forward-Looking Statements and Information:
This PMI and Keegan joint press release contains "forward-looking
information", as such term is defined in applicable Canadian securities
legislation and "forward-looking statements" within the meaning of the
United States Private Securities Litigation Reform Act of 1995.
Such
statements concern PMIs and Keegans future financial or operating
performance, the Merger, and other statements that express managements
expectations or estimates of future developments, circumstances or
results.
Generally, forward-looking information can be identified by
the use of forward-looking terminology such as "expects", "believes",
"anticipates", "budget", "scheduled", "estimates", "forecasts",
"intends", "plans" and variations of such words and phrases, or by
statements that certain actions, events or results "may", "will",
"could", "would" or "might", "be taken", "occur" or "be achieved".
Such
forward-looking information may include, without limitation, statements
regarding the completion and expected benefits of the proposed Merger
and other statements that are not historical facts.
Forward-looking
information is based on a number of assumptions and estimates that,
while considered reasonable by management based on the business and
markets in which PMI and Keegan operate, are inherently subject to
significant operational, economic and competitive uncertainties and
contingencies.
Assumptions upon which forward looking statements
relating to the Arrangement have been made include that PMI and Keegan
will be able to satisfy the conditions in the arrangement agreement
dated December 5, 2012 between PMI and Keegan, that ongoing due
diligence investigations of each party will not identify any materially
adverse facts or circumstances, that the required approvals will be
obtained from the shareholders of each of PMI and Keegan, that all
required third party, and that regulatory and government approvals will
be obtained.
PMI and Keegan caution that forward-looking information
involves known and unknown risks, uncertainties and other factors that
may cause PMIs and Keegans actual results, performance or
achievements to be materially different from those expressed or implied
by such information, including, but not limited to: gold price
volatility; fluctuations in foreign exchange rates and interest rates;
between actual and estimated reserves and resources or between actual
and estimated metallurgical recoveries; costs of production; capital
expenditure requirements; the costs and timing of construction and
development of new deposits and expansion of existing operations; the
success of exploration and permitting activities; parts, equipment,
labor or power shortages or other increases in costs; mining accidents,
labour disputes or other adverse events; and changes in applicable laws
or regulations.
In addition, the factors described or referred to in
the section entitled "Risk Factors" in PMIs Annual Information Form
for the year ended June 30, 2012 or under the heading "Business
Description -- Risk Factors" in Keegans Annual Information Form for
the financial year ended March 31, 2012, both of which are available on
the SEDAR website at www.sedar.com, should be reviewed in conjunction
with the information found in this press release.
Although PMI and
Keegan have attempted to identify important factors that could cause
actual results, performance or achievements to differ materially from
those contained in forward-looking information, there can be other
factors that cause results, performance or achievements not to be as
anticipated, estimated or intended.
There can be no assurance that
such information will prove to be accurate or that managements
expectations or estimates of future developments, circumstances or
results will materialize.
As a result of these risks and uncertainties,
the proposed Merger could be modified, restricted or not completed, and
the results or events predicted in these forward looking statements may
differ materially from actual results or events.
Accordingly, readers
should not place undue reliance on forward-looking information.
The
forward-looking information in this press release is made as of the
date of this press release, and PMI and Keegan disclaim any intention
or obligation to update or revise such information, except as required
by applicable law and neither Keegan not PMI assume any liability for
disclosure relating to the other company herein.
Cautionary Note to US Investors Regarding Mineral Reporting Standards:
PMI and Keegan prepare their disclosure in accordance with the
requirements of securities laws in effect in Canada, which differ from
the requirements of US securities laws.
Terms relating to mineral
resources in this press release are defined in accordance with National
Instrument 43-101 - Standards of Disclosure for Mineral Projects under
the guidelines set out in the Canadian Institute of Mining, Metallurgy,
and Petroleum Standards on Mineral Resources and Mineral Reserves.
The
Securities and Exchange Commission (the "SEC") permits mining
companies, in their filings with the SEC, to disclose only those
mineral deposits that a company can economically and legally extract or
produce.
PMI and Keegan use certain terms, such as, "measured mineral
resources", "indicated mineral resources", "inferred mineral resources"
and "probable mineral reserves", that the SEC does not recognize (these
terms may be used in this press release and are included in the public
filings of each of PMI and Keegan which have been filed with securities
commissions or similar authorities in Canada).
SHAREHOLDER QUESTIONS
Shareholders who have questions regarding the Merger may contact the
Proxy Solicitation Agents below.
Laurel Hill Advisory Group
Toll free at 1-877-452-7184 (416-304-0211 collect outside Canada and
the US) or by email at .
For PMI Holders of ASX-listed CHESS Depositary Interests
Orient Capital Pty Ltd.
In Australia at 1-800-250-297 or outside of Australia by telephone at
+61 2 8280 7610.
FOR FURTHER INFORMATION, PLEASE CONTACT:
PMI
Collin Ellison, Managing Director and CEO
Rebecca Greco, Fig House Communications
Tel: 1-416-822-6483 or 1-888-682-8089
Nicholas Read, Read Corporate
Tel: 61-8- 9388 1471
Email:
Website: www.pmigoldcorp.com
Keegan
Peter Breese, President and CEO
John Eren, VP Investor Relations
Tel: 1-604-683-8193 or 1-800-863-8655
Email:
Website: www.keeganresources.com
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Copyright (c) 2013 KEEGAN RESOURCES INC.
(KGN) All rights reserved.
For more information visit our website at
http://www.keeganresources.com/ or send mailto:
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