HALIFAX AND
VANCOUVER, Jan. 23, 2014 /CNW/ - GoGold Resources Inc. (TSX:
GGD) ("GoGold") and Animas Resources Ltd. (TSXV: ANI)
("Animas") today announced the mailing to Animas
securityholders of GoGold's take-over bid circular and Animas'
directors' circular in connection with the take-over bid by GoGold
(the "Offer") for all of Animas' outstanding common shares
(the "Animas Shares") and share purchase warrants (the
"Animas Warrants").
Animas Board Recommends Securityholders Accept
the GoGold Offer
The board of directors of Animas has unanimously
recommended that holders of Animas Shares and holders of Animas
Warrants (collectively, the "Securityholders")
deposit their Animas Shares and Animas Warrants to the
Offer. The board has also recommended that Securityholders reject
the unsolicited offer made by Marlin Gold Mining Ltd.
("Marlin") on December 23,
2013 (the "Marlin Offer"), as it is inferior to the
Offer, and shareholders holding approximately 63.7% of the issued
and outstanding Animas Shares (approximately 66.9% on a
fully-diluted basis) have agreed to deposit or cause to be
deposited their Animas Shares to the Offer.
Both the Animas and GoGold board of directors
request Securityholders to accept this Offer by completing and duly
executing the Letter of Acceptance and Transmittal (printed on BLUE
paper) included in the mailing package as soon as possible.
GoGold's Offer
Pursuant to the Offer, holders of Animas Shares
will receive $0.07 in cash and 0.0851
of a common share of GoGold (each a "GoGold Share") for each
Animas Share (for a deemed offer price of $0.15 for each Animas Share based on the closing
price of GoGold Shares on December 27,
2013 (the "Offer Price")), and one GoGold Share for
each $0.94 of cumulative in-the-money
value of Animas Warrants, calculated using the Offer Price, rounded
down to the nearest whole GoGold Share.
The Offer Price represents a premium of
approximately:
- 50% over the consideration offered by Marlin, pursuant to the
Marlin Offer;
- 275% over the closing price of the Animas Shares on the TSX-V
on December 6, 2013 and 289% over the
20-day volume-weighted average closing price of the Animas Shares
as at December 6, 2013; and
- 88% over the closing price of the Animas Shares on the TSX-V on
December 27, 2013 and 138% over the
20-day volume-weighted average closing price of the Animas Shares
as at December 27, 2013.
66.9% of Animas Shareholders Locked-Up
In connection with the Offer, GoGold has entered
into "hard" lock-up agreements with certain Animas shareholders
owning 45,625,330 Animas Shares, or approximately 63.7% of the
Animas Shares (approximately 66.9% fully diluted), pursuant to
which such shareholders have agreed to tender their Animas Shares
to a takeover bid by GoGold.
Under the lock-up agreements, the locked-up
shareholders are precluded from tendering or voting any of their
Animas Shares in favour of any other acquisition proposal relating
to Animas and in certain circumstances are required to vote against
other acquisition proposals or actions which might prevent, delay
or interfere with GoGold's Offer.
Benefits of the Offer:
For Securityholders, in addition to the
above-noted significant premiums, the proposed Offer will
represent:
- Ongoing participation in the exploration and development of the
Santa Gertrudis Project;
- Enhanced liquidity for Securityholders in the form of cash and
GoGold Shares;
- An opportunity to participate in the upside of GoGold's Parral
mine, which is expected to start production in 2014;
- An opportunity to enhance and accelerate development of the
Santa Gertrudis Project through a dedicated team with a proven
track record in Mexico; and
- A strengthened balance sheet to support growth strategies.
Important Information for Securityholders
Securityholders who wish to accept the Offer
should take two important steps:
(a) |
if the Securityholder is a holder of Animas Shares and has
deposited such Animas Shares to the Marlin Offer, WITHDRAW
such Animas Shares in accordance with the procedures described in
the Marlin Offer; and |
(b) |
ACCEPT the Offer by completing and duly executing the
accompanying Letter of Acceptance and Transmittal (printed on BLUE
paper) in accordance with the instructions set forth therein and
depositing the completed Letter of Acceptance and Transmittal,
together with the certificates representing the Animas Shares
and/or Animas Warrants being deposited and all other documents
required by the Letter of Acceptance and Transmittal, at one of the
offices of Computershare Investor Services Inc. specified in the
Letter of Acceptance and Transmittal prior to and in any event not
later than the Expiry Time. |
Alternatively, Securityholders whose Animas
Shares and Animas Warrants are registered in the name of CDS may
accept the Offer by following the procedures for book-entry
transfer of Animas Shares and Animas Warrants set forth under
"Manner of Acceptance — Acceptance by Book-Entry Transfer" in
Section 3 of the take-over bid circular. Securityholders whose
certificates for Animas Shares and Animas Warrants are not
immediately available may follow the procedures for guaranteed
delivery set forth under "Manner of Acceptance — Procedure for
Guaranteed Delivery" in Section 3 of the take-over bid circular,
using the accompanying Notice of Guaranteed Delivery (printed on
PINK paper).
About the Offer
Full details of the Offer are included in the
take-over bid circular mailed today to Animas
Securityholders. The Offer will expire at 7:00 p.m. (Toronto time) on February 28, 2014 (the "Expiry Time"),
unless otherwise extended or withdrawn. The Offer is
conditional on, among other things (i) there being validly
deposited under the Offer and not withdrawn at the Expiry Time such
number of Animas Shares and Animas Warrants that constitutes at
least 66⅔% of the issued and outstanding Animas Shares (calculated
on a fully-diluted basis) at the Expiry Time, (ii) the shareholder
rights plan of Animas being waived, invalidated or cease traded and
no shareholder rights plan or similar plan of Animas in force or
existence, (iii) none of the lock-up agreements having been
terminated in accordance with their terms, (iv) the receipt of all
necessary regulatory approvals and third-party consents, (v) that
GoGold shall have determined in its reasonable judgment that there
shall not have occurred any change (or any condition, event,
circumstance or development involving a prospective change) in the
business, assets, operations, capitalization, condition (financial
or otherwise), prospects, results of operations, cash flows or
liability of Animas or its affiliated entities that is or may be
materially adverse to Animas or any of its affiliated entities or
to the value of the Animas Shares or the Animas Warrants to GoGold,
and (vi) there being no untrue statements or omissions in Animas'
public disclosure. Once the 66⅔% acceptance level is met,
GoGold intends, but is not required to, take steps to acquire all
of the outstanding Animas Shares and other convertible securities
or rights to acquire Animas Shares.
The board of directors of Animas has also
formally waived the application of Animas' shareholders' rights
plan in connection with the GoGold Offer.
GoGold's special counsel for the offer is Fasken
Martineau DuMoulin LLP and its corporate counsel is JESSOMELAW.
Animas' counsel is McCullough O'Connor Irwin LLP.
GoGold is filing with the U.S. Securities and
Exchange Commission (the "SEC") a Registration Statement on
Form F-80 and a tender offer statement on Schedule 14D-1F in
connection with the Offer, which will include the take-over bid
circular. Securityholders are urged to read such documents,
because they contain important information about the Offer.
Securityholders may obtain a free copy of such documents, when they
become available, on SEDAR at www.sedar.com and from the SEC on
EDGAR at www.sec.gov. Copies of the take-over bid circular
may be obtained free of charge upon request made to GoGold at Suite
1301, 2000 Barrington Street, Cogswell
Tower, Halifax, Nova
Scotia, Canada B3J 3K1, Attn: Executive Vice-President
and Chief Administrative Officer.
This press release does not constitute an offer
to buy or an invitation to sell, or the solicitation of an offer to
buy or invitation to sell, any securities of GoGold or Animas.
GoGold Forward-Looking
Statement
Except for statements of historical fact,
this news release contains certain "forward-looking information"
and "forward-looking statements" within the meaning of applicable
securities laws including statements regarding the offer and
take-over bid circular, terms of the offer, timing of the offer,
GoGold's intention to take steps to acquire the remaining Animas
shares and other Animas securities following the take-over, and
future plans and objectives of GoGold. Such forward-looking
information and forward-looking statements are based on the
opinions and estimates of management at the date the statements are
made, and are subject to known and unknown risks, uncertainties and
assumptions that could cause actual results to vary materially from
the anticipated results or events predicted in these
forward-looking information or forward-looking statements,
including: GoGold's assessment of the effect of an offer on GoGold,
Animas and Animas' shareholders; the satisfaction of any conditions
to an offer; the timing and prospects for shareholder approval;
regulatory restrictions; the continuance of GoGold and its
subsidiaries as a going concern; general economic and market
conditions; mineral prices; the accuracy of mineral resource
estimates and the speculative nature of mineral exploration. There
can be no assurance that such information will prove to be accurate
and actual results and future events could differ materially from
those anticipated in such forward-looking information or
forward-looking statements. As a result, readers are cautioned not
to place undue reliance on these forward-looking information or
forward-looking statements. The forward-looking information and
forward-looking statements contained in this news release are made
as of the date of this release. Except as required by applicable
law, GoGold disclaims any intention and assumes no obligation to
update or revise any forward-looking information or forward-looking
statements, whether as a result of new information, future events
or otherwise. For additional information with respect to risk
factors applicable to GoGold, reference should be made to GoGold's
continuous disclosure materials filed from time to time with
securities regulators, including, but not limited to, GoGold's
Annual Information Form.
This release does not constitute an offer to
sell or a solicitation of an offer to buy of any of GoGold's
securities in the United
States.
Animas Forward-Looking
Statement
This press release contains "forward-looking
information" which may include, but is not limited to, statements
with respect to the Directors' Circular, plans, projections,
estimates and expectations. Such forward-looking statements reflect
Animas' current views with respect to future events and are subject
to certain risks, uncertainties and assumptions, including, the
risks and uncertainties outlined in our most recent financial
statements and reports and registration statement filed with the
Canadian securities administrators (available at
www.sedar.com). Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
anticipated, believed, estimated or expected. The factors
which could cause actual results or events to differ materially
from current expectations include, but are not limited to: actions
taken by GoGold; actions taken by Animas' shareholders in respect
of the Offer; the possible effect of the Offer on Animas' business;
and other factors identified and in Animas' filings with applicable
Canadian securities regulatory authorities filed on SEDAR and
available at www.sedar.com.
Neither 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.
SOURCE GoGold Resources Inc.