Lexam Explorations Signs Definitive Arrangement Agreement With VG Gold Corp.
November 08 2010 - 8:38AM
Marketwired
(All amounts are in Canadian dollars)
LEXAM EXPLORATIONS INC. (TSX VENTURE: LEX) ("Lexam") and VG GOLD
CORP. (TSX: VG)(FRANKFURT: VN3)(OTCQX: VGGCF) ("VG Gold") are
pleased to announce they have entered into a definitive Arrangement
Agreement pursuant to which Lexam and VG Gold will amalgamate to
form a new company - Lexam VG Gold Inc. ("Lexam VG"). The
transaction remains subject to court approval and approval by
shareholders of Lexam and VG Gold. Under the transaction, Lexam
shareholders will receive 2.1 common shares of Lexam VG for each
Lexam common share currently held. This represents a premium to
Lexam shareholders of approximately 10% over Lexam's current Net
Asset Value. VG shareholders will receive 1 common share of Lexam
VG for each VG Gold common share currently held.
The Board of Directors of Lexam and VG Gold have unanimously
approved the transaction and the independent financial advisors of
both Lexam and VG Gold have provided an opinion that the business
combination is considered fair, from a financial point of view, to
the shareholders of Lexam and VG Gold, respectively.
It is expected that the proxy circular for the meetings of the
shareholders of Lexam and VG Gold to be held to approve the
acquisition will be mailed to Lexam and VG Gold shareholders later
this month, with the shareholders meetings to be held on December
13th, 2010.
Reasons for the Transaction
VG Gold's projects are located in the centre of the Timmins gold
camp, which has produced in excess of 70 million ounces of gold.
The new Lexam VG will be well positioned to take advantage of
rising gold prices:
-- Good land position that holds four gold deposits which have attractive
exploration potential situated next to large gold mines in Timmins.
-- Strong treasury with $15 million and no debt.
-- Growing resource base.
-- Attractive valuation versus Timmins peers.
It was previously announced that Rob McEwen, current Chairman
and CEO of Lexam, would invest $5 million in VG Gold immediately
prior to the completion of the business combination. This will
significantly strengthen the treasury of Lexam VG. For tax reasons,
Lexam's advisors have proposed that the private placement by Mr.
McEwen be made in Lexam (rather than VG Gold). The amount invested
by Mr. McEwen and his percentage ownership of the new Lexam VG
remains the same as previously announced. As such, Mr. McEwen will
invest $5 million in Lexam at a price of $1.008 per unit, with each
unit comprised of one common share of Lexam and one-half Lexam
purchase warrant, with each full warrant exercisable at an exercise
price of $2.10 for a period of two years. The foregoing remains
subject to TSX-V and shareholder approval.
CAUTIONARY STATEMENT
Some of the statements contained in this release are
"forward-looking statements". Such forward looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to
differ materially from the anticipated results, performance or
achievements expressed or implied by such forward looking
statements. Factors that could cause actual results to differ
materially from anticipated results include risks and uncertainties
such as: ability to raise financing for further exploration and
development activities; risks as to business integration; risks
relating to estimates of reserves, deposits and production costs;
extraction and development risks; the risk of commodity price
fluctuations; political, regulatory and environmental risks; and
other risks and uncertainties in the reports and disclosure
documents filed by VG Gold and Lexam from time-to-time with
Canadian securities regulatory authorities. The companies 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.
Neither the TSX nor the TSX-Venture has reviewed and does not
accept responsibility for the adequacy or accuracy of the contents
of this news release, which has been prepared by management.
Contacts: VG Gold Corp. Tom Meredith President & CEO (416)
368-0099 (416) 368-1539 (FAX) vgir@vggoldcorp.com
www.vggoldcorp.com Lexam Explorations Inc. Daniela Ozersky Manager,
Investor Relations (647) 258-0395 or Toll Free: (866) 441-0690
(647) 258-0408 (FAX) info@lexamexplorations.com
www.lexamexplorations.com
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