China Goldcorp Ltd. announces amended and restated definitive agreement with First Iron Group plc in respect of its proposed qu
22 July 2012 - 4:54PM
PR Newswire (Canada)
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
RELEASE PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
TORONTO, July 23, 2012 /CNW/ - China Goldcorp Ltd. (NEX: CAU.H)
("China Goldcorp") announces that it has signed an amended and
restated definitive agreement (the "Amended Agreement") with First
Iron Group plc ("First Iron") in respect of the previously
announced transaction that will result in a reverse take-over of
China Goldcorp by the shareholders of First Iron (the
"Transaction"). Reference should be made to China Goldcorp's press
release dated March 26, 2012 for further details regarding the
proposed Transaction. The primary amendment agreed between the
parties is a change in the structure by which the Transaction will
be completed. Previously it was contemplated that the
Transaction would be completed pursuant to a three-cornered
amalgamation, however, following consultation with their respective
legal and financial advisors, the parties have agreed to complete
the Transaction pursuant to a share exchange. Accordingly,
China Goldcorp has offered to acquire from each First Iron
shareholder all of the issued and outstanding ordinary shares of
First Iron (the "First Iron Shares") in exchange for an aggregate
of 54,518,400 common shares of China Goldcorp. The offer by
China Goldcorp and the completion of the Transaction is conditional
on China Goldcorp acquiring not less than 90% of the First Iron
Shares. The parties also agreed that the proposed brokered private
placement will be completed by the sale of securities of China
Goldcorp on closing of the Transaction, as opposed to securities of
First Iron as previously agreed. It is intended by the
parties that the brokered private placement of China Goldcorp will
consist of the sale of units of China Goldcorp (the
"Units") for minimum gross proceeds of $6,000,000 and up to a
maximum gross proceeds of $12,000,000 at a price of $1.00
per Unit. Each Unit will be comprised of one
common share of China Goldcorp and one half (½) of a common share
purchase warrant ("Warrant"). Each
whole Warrant will be exercisable for one common
share of China Goldcorp for a period of two years from the
closing of the Transaction at an exercise price of $1.50
per share. Additionally, the outside date on which either party may
terminate the Amended Agreement if the Transaction has not closed
by such date has been extended from July 31, 2012 to October 31,
2012. The foregoing is not intended to comprise a complete
description of the Amended Agreement or the terms thereof that have
been revised, but a summary of certain terms only. Such
summary is qualified entirely by reference to the full text of the
Amended Agreement, a copy of which is available on SEDAR at
www.sedar.com. The Transaction is subject to requisite regulatory
approval, including the approval of the TSX Venture Exchange (the
"TSXV") and standard closing conditions prescribed by the Amended
Agreement. Trading in the common shares of China Goldcorp
remains halted. It is unlikely that the common shares of
China Goldcorp will resume trading until the Transaction is
completed and approved by the TSXV. Completion of the transaction
is subject to a number of conditions, including but not limited to,
TSXV acceptance and, if applicable, pursuant to the requirements of
the TSXV, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in
connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of a capital pool company should be considered highly
speculative. The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
NEITHER THE 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. CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION: This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not
limited to, statements with respect to: the terms and conditions of
the proposed Transaction; the terms and conditions of the proposed
private placement; future exploration and testing; use of funds;
and the business and operations of the resulting issuer after the
proposed transaction. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure
to receive board, shareholder or regulatory approvals; and the
results of current exploration and testing. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. China
Goldcorp and First Iron disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. China Goldcorp Ltd. CONTACT: For further
information regarding the Transaction, pleasecontact:Maurice
Colson, Chief Executive Officer, China Goldcorp Inc.Facsimile:
416-947-6046Michael Hellenbrand, Chairman, First Iron Group
plcFacsimile: 647-438-2612
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