Avion Gold Receives Support From Two Leading Independent Proxy Advisers for Plan of Arrangement With Endeavour Mining
01 October 2012 - 10:30PM
Marketwired
Avion Gold Corporation ("Avion") (TSX:AVR)(OTCQX:AVGCF) is pleased
to announce today that Institutional Shareholder Services (ISS) and
Glass Lewis & Co. ("Glass Lewis"), two leading independent
proxy advisory firms, have recommended that shareholders of Avion
vote in favour of the proposed acquisition of Avion by Endeavour
Mining Corporation ("Endeavour")
(TSX:EDV)(ASX:EVR)(OTCQX:EDVMF).
Endorsing the plan of arrangement that will give effect to the
transaction, ISS notes that "the acquisition makes strategic sense
as it will create one of the largest West African mining companies
with three producing mines, a fourth mine currently in
construction, and an attractive pipeline of exploration and
resource development properties."
The ISS report adds that Endeavour has offered "a significant
premium" for Avion shares, representing a 56.4% premium above their
level prior to the announcement of the transaction. Under the plan
of arrangement, Avion shareholders will receive 0.365 Endeavour
common shares for each outstanding Avion share.
ISS concludes: "In light of the significant implied premium, the
strategic rationale, the acceptable change of control payments, and
Endeavour's proven track record of transaction experience, a vote
FOR this resolution is warranted."
Similarly, Glass Lewis concludes that "it appears to us that
Avion shareholders are receiving fairly valued Endeavour shares
pursuant to the proposed transaction".
It adds that "we believe that this proposal is in the best
interests of shareholders. Accordingly, we recommend that
shareholders vote FOR this proposal."
Welcoming the ISS and Glass Lewis recommendations, John Begeman,
Avion's CEO, said: "These reports again underline the benefits of
this transaction. Clearly, the combined company will have improved
growth prospects and a stronger balance sheet than Avion standing
alone. Avion shareholders would own approximately 37% of a
stronger, jurisdictionally diversified, gold growth vehicle in West
Africa. We look forward to working with Endeavour to maximize value
for all shareholders and to continue developing our
properties."
Avion's directors and senior executives, who own about 6.25% of
Avion's issued shares, have agreed to vote their securities in
favour of the plan of arrangement.
(i)Permission to quote from the ISS and Glass Lewis reports was
neither sought nor obtained.
Attention Avion Gold Shareholders:
The plan of arrangement will be voted on at a special meeting on October 12,
2012. In accordance with the ISS and Glass Lewis recommendations, you are
urged to vote in favour.
If you have any questions regarding your vote, please contact Kingsdale
Shareholder Services: toll free at 1-866-229-8214. Outside North America,
dial 416-872-2272, or email at contactus@kingsdaleshareholder.com.
About Avion Gold Corporation
Avion is a Canadian-based gold mining company focused in West
Africa that holds 80% of the Tabakoto and Segala gold projects in
Mali. Avion has developed an underground mine at the Tabakoto
deposit, and is developing another underground mine at the Segala
deposit. The Tabakoto project property also contains several
producing open pit mines. Production sustainability will continue
to be supported by exploration programs over an approximately 600
km2 exploration package that both surrounds and is near to the
Avion's existing mine infrastructure, and contains mineral
resources on the Kofi property. Additionally, mineral resources
have grown considerably at Avion's 1,600 km2 Hounde exploration
property in Burkina Faso.
Forward Looking and Cautionary Statements
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation regarding
expected future events of Avion. By its nature, forward-looking
information requires Avion to make assumptions and is subject to
numerous inherent risks and uncertainties. There is significant
risk that assumptions, predictions and other forward-looking
information will not prove to be accurate. Readers are cautioned
not to place undue reliance on forward-looking information as a
number of factors could cause actual future results, conditions,
actions or events to differ materially from expectations,
estimations or intentions expressed in the forward-looking
information. Forward-looking information in this news release
includes, but is not limited to: the proposed acquisition of Avion
by Endeavour pursuant to a plan of arrangement, the anticipated
benefits of the plan of arrangement, the timing of the record date
and special meeting of Avion's shareholders, the filing and mailing
of an information circular and the closing of the plan of
arrangement. The forward-looking information is based on certain
assumptions made by Avion in light of its experience and its
perception of historical trends, business prospect and
opportunities, expected future developments and business trends,
future capital and other expenditures (including the amount, nature
and sources of funding thereof), general economic and capital
market conditions as well as other factors it believes are
appropriate in the circumstances. Such forward-looking information
reflects management's current beliefs and is based on information
currently available to Management.
Forward-looking information involves significant known and
unknown risks and uncertainties. A number of factors could cause
actual results to differ materially from the results discussed in
the forward-looking information, including but not limited to,
risks associated with: a failure to obtain the required regulatory,
court and shareholder approvals; changes in the economic conditions
in Canada, West Africa and globally; volatility in commodity prices
and exchange rates; changes in government regulation and government
funding levels; and changes in demand for gold and other precious
metals. In addition the plan of arrangement is subject to a number
of conditions which are typical for transactions of this nature.
Failure to satisfy any of these conditions may result in the
termination of the proposed transaction with Endeavour. Additional
risks and uncertainties associated with Avion's future plans are
described in Avion's Annual Information Form for the year ended
December 31, 2011, which is available under the company's profile
at www.sedar.com. Although the forward-looking information
contained herein is based upon assumptions which management
believes to be reasonable, Avion cannot assure investors that
actual results will be consistent with this forward-looking
information. This forward-looking information is made as of the
date hereof and Avion assumes no obligation to update or revise
this information to reflect new events or circumstances, except as
required by applicable securities laws.
Contacts: Avion Gold Corporation Michael McAllister Manager,
Investor Relations (416) 309-2134info@aviongoldcorp.com Kingsdale
Communications Inc. Bernard Simon Vice-President (416)
867-2304bsimon@kingsdalecommunications.com
Avangard Capital (GM) (USOTC:AVGC)
Historical Stock Chart
From May 2024 to Jun 2024
Avangard Capital (GM) (USOTC:AVGC)
Historical Stock Chart
From Jun 2023 to Jun 2024