Crown Minerals and Gold Summit Announce Finalization of Arrangement Agreement
July 14 2010 - 5:40PM
Marketwired
Crown Minerals Inc. ("Crown") (TSX VENTURE: CWM) and Gold Summit
Corporation ("Gold Summit") (TSX VENTURE: GSM) are pleased to
announce today the finalization and delivery of a binding
arrangement agreement to merge the two companies as previously
announced on April 15, 2010.
Under the terms of the transaction, structured as a Plan of
Arrangement (the "Arrangement"), Crown and Gold Summit will
amalgamate to form "Amalco". Each one (1) Gold Summit share will be
exchanged for one and sixty-five hundredths (1.65) Amalco shares
and each one (1) Crown share will be exchanged for one (1) Amalco
share. Based on the current 15,374,218 issued and outstanding
common shares of Gold Summit (on a non-diluted basis) and the
current 37,841,632 issued and outstanding common shares of Crown
(on a non-diluted basis), the number of Amalco common shares
following completion of the Arrangement is expected to be
63,209,091. Current Crown shareholders will own 59.87% of Amalco
(on a non-diluted basis) and current Gold Summit shareholders will
own 40.13% of Amalco (on a non-diluted basis).
Each of Crown's and Gold Summit's board of directors have
reviewed the terms of the Arrangement Agreement, including their
companies' respective share exchange ratios, and unanimously
determined that the Arrangement is in the best interests of their
respective companies. Accordingly, both Crown's and Gold Summit's
boards of directors unanimously recommend that Crown and Gold
Summit shareholders vote in favor of the Arrangement.
Completion of the Arrangement is subject to, among other things,
receipt of approval from Crown's and Gold Summit's shareholders,
receipt of an interim order and a final order of the Ontario
Superior Court of Justice approving the Arrangement and receipt of
all regulatory approvals.
Crown and Gold Summit are preparing a joint information circular
describing the Arrangement to be distributed to shareholders of
Crown and Gold Summit. Annual and special meetings of each of Crown
and Gold Summit (the "Meetings"), at which the Arrangement will be
submitted for approval to the shareholders, are expected to be held
in late August 2010. If approved, the Arrangement is expected to
close shortly thereafter.
There can be no assurance that the Arrangement will be completed
as proposed or at all. Readers are cautioned that, except as
disclosed in the joint information circular of Crown and Gold
Summit to be prepared in connection with the Meetings, any
information released or received with respect to the Arrangement
may not be accurate or complete and should not be relied upon.
Forward-looking Statements
This news release contains certain forward-looking information
as defined in applicable securities laws (referred to herein as
"forward-looking statements"). Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates" or "believes", or variations of, or the
negatives of, such words and phrases, or statements that certain
actions, events or results "may", "could", "would", "should",
"might" or "will" be taken, occur or be achieved. Specifically,
this press release includes forward-looking statements regarding
the intended business combination of Gold Summit and Crown. These
forward-looking statements reflect the current internal
projections, expectations or beliefs of Gold Summit and Crown,
based on information currently available to them. Forward-looking
statements are subject to a number of risks and uncertainties,
including those detailed from time to time in filings made by Gold
Summit and Crown with securities regulatory authorities, that may
cause actual outcomes to differ materially from those discussed in
the forward-looking statements. The completion of the proposed
business combination is subject to a number of risks, including,
without limitation, the shareholders of Gold Summit and Crown not
approving the transaction or required regulatory or court approvals
not being obtained. Even if the business combination is completed,
which cannot be guaranteed, anticipated synergies and efficiencies
or other intended benefits of the transaction may not be realized,
and the prospects of the combined entity will remain subject to all
the general risks associated with mineral exploration and public
securities markets.
This news release includes certain "forward looking statements"
within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Without limitation, statements
regarding potential mineralization and resources and reserves,
exploration results, and future plans and objectives of the Company
are forward looking statements that involve various degrees of
risk. The following are important factors that could cause the
Company's actual results to differ materially from those expressed
or implied by such forward looking statements: changes in the world
wide price of mineral commodities, general market conditions, risks
inherent in mineral exploration, risks associated with development,
construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional
capital.
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.
Contacts: Crown Minerals Inc. Stephen Dunn President and CEO
416-822-3343 416-364-5400 (FAX) sd@crownmin.com www.crownmin.com
Gold Summit Corporation Dr. Anthony P. Taylor CEO 775-284-7200
775-284-7202 (FAX) ttaylor@goldsummitcorp.com
www.goldsummitcorp.com
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