Jubilee Gold Inc., Ansil Resources Ltd. and Micon Gold Inc.
Announce Agreement in Principle to Amalgamate
TORONTO,
Nov. 28, 2012 /CNW/ - JUBILEE GOLD
INC.: ("Jubilee") (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 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 31, 2012 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 amalgamated entity will operate under
the name Jubilee Gold Explorations Ltd. The amalgamation agreement
will have a date of January 1, 2013.
The proposed amalgamation is subject to TSX-V approval.
Jubilee is an amalgamation of Union Gold Inc.,
Golden Harker Explorations Limited, Milestone Exploration Limited,
Sheldon-Larder Mines, Limited and
Wood-Croesus Gold Mines, Limited. Jubilee was amalgamated in
Ontario on January 1, 2010 and is a reporting issuer in the
provinces of British Columbia,
Alberta and Ontario. Jubilee is classified as a
junior resource mining company.
Jubilee owns ten exploration properties in
Ontario and one exploration
property in New Brunswick. Two of
these properties in the Geraldton
area of Ontario are subject to
farm-out agreements. The Klotz Lake property was optioned to
Prodigy Gold Incorporated's ("Prodigy") predecessor company in
April 2008. Prodigy's interest in the
property is subject to a 3% NSR royalty. Similarly, the Elmhirst
property was optioned to Laurion Mineral Exploration Inc.
("Laurion") in August 2011. Laurion's
interest is subject to a 2% NSR royalty. The company retains a 14%
interest in three claim blocks in New
Brunswick collectively referred to as the Mount Pleasant area properties. These
properties were optioned to Geodex Minerals in 2006.
The Golden Harker property in Ontario hosts a historic resource totalling
56,571 ounces Au. Jubilee owns two properties on which royalties
would be due upon production. A 20% production royalty is owed on
the Dasserat Deep property in Quebec and a 2% NSR royalty is owed on three
claims of the Golden Harker property. Jubilee retains royalty
interests on five gold properties in Ontario, one gold property in Quebec and one base metal property in
Quebec. Applicable technical
reports have been filed on SEDAR and are available on Jubilee's
profile page at www.sedar.com.
Ansil is a junior mining resource company and
was incorporated in Ontario on
November 26, 1945. Ansil is a
reporting issuer in Ontario.
Ansil wholly-owns four exploration properties in
Ontario. Two of these properties
in the Cobalt area of Ontario are
subject to farm-out agreements. The Beaver and Violet properties
are past producing silver mines that were optioned to Grupo Moje
Limited ("Grupo Moje") in May 2011.
Grupo Moje's interest in the
properties is subject to a 3% NSR royalty. Grupo Moje subsequently assigned the properties
to Golden Bullion Corp. Ansil retains royalty interests in three
gold properties in Ontario and one
base metal property in Quebec.
Micon is an amalgamation of Brenbar Mines
Limited, Concopper Enterprises Inc. and Mirado Nickel Mines
Limited. Micon was amalgamated in Ontario on January 1,
2011. Micon is classified as a junior mining resource
company and is a reporting issuer in Ontario.
Micon wholly-owns six gold exploration
properties in Ontario and one base
metal exploration property in Quebec. Two of these properties are subject to
farm-out agreements. The Catherine-McElroy property in the
Larder Lake area of Ontario was optioned to Fichi Inc. ("Fichi"),
a private company, in January 2012.
Fichi's interest in the property is subject to a 3% net smelter
return ("NSR") royalty. Similarly, the Derlak property in the
Red Lake area of Ontario was also optioned to Fichi in
January 2012. Fichi's interest in the
Derlak property is subject to a 3% NSR royalty. In March 2012 Fichi assigned its interest in both
properties to Orefinders Inc.
Micon retains royalty interests on two gold
properties in Quebec.
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 the "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
William E. Roscoe, PhD, P.Eng. and
Paul Chamois, P.Geo. of Roscoe Postle Associates Inc., qualified
independent valuators, to provide a formal valuation for each of
the Amalgamating Corporations. The valuation is dated
October 10, 2012 and a summary
thereof will be included in the management information circulars in
respect of the Special Meeting. A copy of the valuation
report will be filed on SEDAR prior to the Special Meetings of
shareholders of 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
10,361,806 Amalco Common Shares to former shareholders of the
Amalgamating Corporations based on the following share exchange
ratios: (i) for every one common share of Jubilee, shareholders
will receive 0.212 Amalco Common Shares, (ii) for every one common
share of Ansil, shareholders will receive 0.551 Amalco Common
Shares, and (iii) Micon shareholders will receive 1.035 Amalco
Common Shares.
The current issued and outstanding number of
common shares of each of the Amalgamating Corporations are as
follows: (i) 20,004,125 common shares of Jubilee, (ii) 1,924,488
common shares of Ansil, and (iii) 4,889,409 Class A Shares of
Micon.
Based on the average of the fair market value
ranges expressed in the valuation of the Amalgamating Companies
dated October 10, 2012, the estimated
fair market value of Ansil is $2,616,000 and the estimated fair market value of
Micon is $11,569,000, such ranges
falling within the fair market value range for Amalco expressed in
the valuation of the Amalgamating Companies dated October 10, 2012.
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 Jubilee
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 Jubilee, 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.
The TSX-V has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
SOURCE JUBILEE GOLD INC.